Common use of Promise To Refrain From Competing Clause in Contracts

Promise To Refrain From Competing. Employee understands Company's need for Employee's promise not to compete with Company is based on the following: (a) Company has expended, and will continue to expend, substantial time, money and effort in developing its confidential and proprietary information; (b) Employee will in the course of Employee's employment develop, be personally entrusted with and exposed to such confidential and proprietary information; (c) both during and after the term of Employee's employment, Company will be engaged in the highly competitive laser manufacturing industry; (d) Company provides products and services nationally and may provide products and services internationally in the future; and (e) Company will suffer great loss and irreparable harm if Employee were to enter into competition with Company. Therefore, in exchange for the consideration described in subsection 9.1 above, Employee agrees that for the period of one (1) year following the date Employee ceases to render services to Company (the "Covenant Period"), Employee will not either directly or indirectly, whether as a owner, director, officer, manager, consultant, agent or employee: (i) work for a competitor, which is defined to include any individual, firm, entity or business enterprise that manufactures, sells or distributes lasers, "IPL" and "LED" devices with cosmetic and/or competing medical applications, other than Company (or such parent, affiliate or subsidiary, in any geographical area where Company is now engaged in business, or becomes engaged, during the term of Employee's employment ("Restricted Business"); or (ii) make or hold any investment in any Restricted Business in the United States, whether such investment be by way of loan, purchase of stock or otherwise, provided that there shall be excluded from the foregoing the ownership of not more than one percent (1%) of the listed or traded stock of any publicly held corporation. For purposes of this Section 9, the term "Company" shall mean and include Company, any successor to the business of Company (by merger, consolidation, sale of assets or stock or otherwise) and any other corporation or entity of which Employee may serve as a director, officer or employee at the request of Company or any successor of Company.

Promise To Refrain From Competing. Employee understands Company's need for Employee's promise not to compete with Company is based on the following: (a) Company has expended, and will continue to expend, substantial time, money and effort in developing its confidential and proprietary information; (b) Employee will in the course of Employee's employment develop, be personally entrusted with and exposed to such confidential and proprietary information; (c) both during and after the term of Employee's employment, Company will be engaged in the highly competitive laser manufacturing industry; (d) Company provides products and services nationally and may provide products and services internationally in the future; and (e) Company will suffer great loss and irreparable harm if Employee were to enter into competition with Company. Therefore, in exchange for the consideration described in subsection 9.1 above, Employee agrees that for the period of one (1) year following the date Employee ceases to render services to Company (the "Covenant Period"), Employee will not either directly or indirectly, whether as a owner, director, officer, manager, consultant, agent or employee: (i) work for a competitor, which is defined to include any individual, firm, entity or business enterprise that manufactures, sells or distributes lasers, "IPL" and "LED" devices lasers with cosmetic and/or competing medical applications, other than Company (or such parent, affiliate or subsidiary, in any geographical area where Company is now engaged in business, or becomes engaged, during the term of Employee's employment ("Restricted Business"); or (ii) make or hold any investment in any Restricted Business in the United States, whether such investment be by way of loan, purchase of stock or otherwise, provided that there shall be excluded from the foregoing the ownership of not more than one percent (15%) of the listed or traded stock of any publicly held corporation. For purposes of this Section 9, the term "Company" shall mean and include Company, any successor to the business of Company (by merger, consolidation, sale of assets or stock or otherwise) and any other corporation or entity of which Employee may serve as a director, officer or employee at the request of Company or any successor of Company.

Promise To Refrain From Competing. Employee (i) Executive understands Company's ’s need for Employee's Executive’s promise not to compete with Company is based on the following: (a1) Company has expended, and will continue to expend, substantial time, money and effort in developing its confidential proprietary information and proprietary informationin acquiring the Purchased Products and Related Assets; (b2) Employee Executive will in the course of Employee's Executive’s employment develop, be personally entrusted with and exposed to such confidential and proprietary information; (c3) Company has a legitimate interest in protecting, among other things, its confidential, proprietary information, customer information and goodwill; (4) both during and after the term of Employee's Executive’s employment, Company will be engaged in the a highly competitive laser manufacturing industry; (d5) Company provides products and services nationally and may provide products and services internationally in the futureinternationally; and (e6) Company will suffer great loss and irreparable harm if Employee Executive were to enter into competition with Company. Therefore, in exchange for the consideration described in subsection 9.1 Subsection 9.1(a) above, Employee Executive agrees that for during the period of one Term and during the Covenant Period (1) year following the date Employee ceases to render services to Company (the "Covenant Period"as defined below), Employee Executive will not either not, directly or indirectly, other than on behalf of the Company Group, whether as a an owner, partner, investor, consultant, agent, employee, co-venturer, director, officer, manager, consultantemployee or otherwise, agent engage in or employee: compete with (iA) work for a competitorthe commercialized and pipeline (both launched and unlaunched) products included in the Purchased Products and Related Assets or (B) any other of the Company Group’s products (in the case of clauses (A) and (B), or compete with their respective fields of use, but excluding branded products in those fields) which is defined to include are commercialized, developed or in the Company Group’s pipeline (both launched and unlaunched) or otherwise under development, being investigated or contemplating development, or otherwise do anything competitive with any individualmember of the Company Group, firm, entity or business enterprise that manufactures, sells or distributes lasers, "IPL" and "LED" devices with cosmetic and/or competing medical applications, other than Company (or such parent, affiliate or subsidiaryin either case, in any geographical geographic area where such products are sold by any member of the Company is now engaged in businessGroup; provided, however, on or becomes engagedafter the third (3rd) anniversary of the Closing, during Executive may acquire (x) all or substantially all of the term assets of Employee's employment ("Restricted Business"); a branded product entity or (iiy) make or hold a portfolio of branded products, in each case, in which the acquired product portfolio has some overlap products with any investment in any Restricted Business in the United States, whether such investment be by way of loan, purchase of stock or otherwise, provided that there shall be excluded from the foregoing the ownership of not more than one percent (1%) of the listed or traded stock of any publicly held corporationproducts described above, so long as the overlap products are de minimis. For the purposes of this Section 9Agreement, the term "Company" shall mean and include Company, any successor to the business of Company (by merger, consolidation, sale of assets or stock or otherwise) and any other corporation or entity of which Employee may serve as a director, officer or employee at the request of Company or any successor of Company.“

Promise To Refrain From Competing. Employee understands the Company's need for Employee's promise not to compete with the Company is based on the following: (a) the Company has expended, and will continue to expend, substantial time, money and effort in developing its confidential and proprietary information; (b) Employee will in the course of Employee's employment develop, be personally entrusted with and exposed to such confidential and proprietary information; (c) both during and after the term of Employee's employment, the Company will be engaged in the highly competitive laser manufacturing industryindustry of directly marketing computer products and technologies; (d) the Company provides products and services nationally and may provide products and services internationally in the future; and (e) the Company will suffer great loss and irreparable harm if Employee were to enter into competition with the Company. Therefore, in exchange for the consideration described in subsection 9.1 10.1 above, Employee agrees that for the period of one (1) year following the date Employee ceases to render services to Company (the "Covenant Period"), Company. Employee will not either directly or indirectly, whether as a owner, director, officer, manager, consultant, agent or employee: (i) work for a competitor, which is defined to include any individualcompany directly or indirectly engaged, firmor known to Employee to be preparing to engage in the direct marketing of computer products, entity or engaged in any business enterprise that manufacturesis directly competitive with any business the Company is engaged, sells or distributes lasersis known to Employee to be preparing to engage, "IPL" and "LED" devices at the time the Employee's employment with cosmetic and/or competing medical applicationsthe company terminates, other than Company (or such parent, affiliate or subsidiarythe Company, in any geographical area where Company is now engaged in business, or becomes engaged, during the term of Employee's employment United States ("Restricted Business"); or (ii) make or hold any investment in any Restricted Business in the United States, whether such investment be by way of loan, purchase of stock or otherwise, provided that there shall be excluded from the foregoing the ownership of not more than one percent (1%) % of the listed or traded stock of any publicly held corporation. For purposes of this Section 9section 10, the term "the Company" shall mean and include the Company, any subsidiary or affiliate of the Company, any successor to the business of the Company (by merger, consolidation, sale of assets or stock or otherwise) and any other corporation or entity of which Employee may serve as a director, officer or employee at the request of the Company or any successor of the Company. Restricted Business' include, but are not limited to, CDW Computer Centers, Inc., PC Connection, Inc., Insight Enterprises, Inc., IdeaMall, Inc, and MicroWarehouse.

Promise To Refrain From Competing. Employee understands Company's need for Employee's promise not to compete with Company is based on the following: (a) Company has expended, and will continue to expend, substantial time, money and effort in developing its confidential and proprietary information; (b) Employee will in the course of Employee's employment develop, be personally entrusted with and exposed to such confidential and proprietary information; (c) both during and after the term of Employee's employment, Company will be engaged in the highly competitive laser manufacturing industry; (d) Company provides products and services nationally and may provide products and services internationally in the future; and (e) Company will suffer great loss and irreparable harm if Employee were to enter into competition with Company. Therefore, in exchange for the consideration described in subsection 9.1 above, Employee agrees that for the period of one two (12) year years following the date Employee is terminated or resigns for good cause (as described in Section 7.3) and ceases to render services to Company (the "Covenant Period"), Employee will not either directly or indirectly, whether as a owner, director, officer, manager, consultant, agent or employee: (i) work for a competitor, which is defined to include any individual, firm, entity or business enterprise that manufactures, sells or distributes lasers, "IPL" and "LED" devices with cosmetic and/or competing medical applications, other than Company (or such parent, affiliate or subsidiary), in any geographical area where Company is now engaged in business, or becomes engaged, during the term of Employee's employment ("Restricted Business"); or (ii) make or hold any investment in any Restricted Business in the United States, whether such investment be by way of loan, purchase of stock or otherwise, provided that there shall be excluded from the foregoing the ownership of not more than one four percent (14%) of the listed or traded stock of any publicly held corporation. In the case of a voluntary resignation by Employee in which Employee receives no Severance Payments, the Covenant Period shall be limited to one (1) year. For purposes of this Section 9, the term "Company" shall mean and include Company, any successor to the business of Company (by merger, consolidation, sale of assets or stock or otherwise) and any other corporation or entity of which Employee may serve as a director, officer or employee at the request of Company or any successor of Company.