Common use of Post Termination Covenants Clause in Contracts

Post Termination Covenants. The Employee acknowledges and agrees that the Proprietary Products are the exclusive and valuable property of the Company and may not be used by the Employee for any purpose of any kind, directly or indirectly, except during the term of this Agreement for the sole and exclusive benefit of the Company in his capacity as an employee of the Company and that the success of the Company depends on the Employee’s observance of his covenants in this Section 9. 9.1 In consideration of the rights and benefits hereunder including the Covenant Payments, the Employee agrees that so long as he is an employee or consultant of the Company and in addition, for a period of two (2) years after the date of termination or expiration of this Agreement if the Employee was terminated by the Company for Cause (“Restrictive Period A”), he shall not directly or indirectly: 9.1.1. Solicit, hire or retain any person who then is or has been an employee of or consultant to the Company within the six months prior to the Employee’s date of termination or separation, or persuade or entice any such employee or consultant to terminate or lessen the extent of his, her or its relationship with the Company. 9.1.2. Engage in any activity to interfere with, maliciously disrupt or damage the Business of the Company or its relationships with any of its clients, customers, distributors, suppliers, investors or other financial co-venturer or other business relationship. 9.2 In consideration of the rights and benefits hereunder including the Covenant Payment, the Employee agrees that so long as he is an employee or consultant of the Company and in addition, for a period of six months (6) months after the date of termination (but not any expiration) of this Agreement or one (1) year (“Restrictive Period B”, together with Restrictive Period A, the “Restrictive Period”) if the Employee was terminated by the Company for Cause, engage in, represent, furnish consulting services to, be employed by or possess an interest in, directly or indirectly (e.g., as owner, principal, director, officer, partner, landlord, lender, agent, consultant, shareholder or member), any other business venture of any kind that is engaged in the Company business, or the business of any of the Company’s affiliates, or any other business that the Company or its affiliates engages in significantly after the date hereof and defined as a Competing Business; provided, however, that the foregoing shall not restrict the Employee from holding a five percent (5%) or less non-controlling interest in a publicly traded company engaged in a Competing Business and as defined below or if the Employee is consulting or employed by a company or other entity that is engaged in a Competing Business, the Employee does not participate in, supervise, or otherwise support the Competing Business of such other company or entity; provided that this proviso shall not apply to any Specified Competitor. Notwithstanding the foregoing, the Restrictive Period for the Employee shall terminate on the date of the termination or separation of the employment of the Employee if the Employee resigns for Good Reason and the Employee shall not have any obligations under this Section 9 in any such event. A “Competing Business” shall mean any domestic or international pharmaceutical or nutraceutical company which is engaged in the sale, development, research of Carotenoid technologies or products for consumer consumption or any other technologies then currently actively pursued by the Company; including but not limited to any Specified Competitor. For the purposes of this Agreement, the term “Specified Competitor” shall mean each company or entity that is from time to time reasonably designated by the Company by a notice to the Employee after the date hereof which similarly competes with the Company or is referred to in a publicly filed document as a competitor of the Company.