Common use of Protection of Confidential Information and Employee Non-Competition Clause in Contracts

Protection of Confidential Information and Employee Non-Competition. 5.1 Employee recognizes and acknowledges that he will have access to certain confidential information and trade secrets of ACG ("Confidential Information"). Such Confidential Information includes, but is not limited to: customer names; contracts; products purchased by customers; production capabilities and processes; customer account and credit data; referral sources; computer programs and software; names and information relating to potential acquisition candidates; financing sources and other business relationships; information relating to confidential or secret designs, processes, formulae, plans, devices, or materials of ACG's business and marketing plans, confidential information and trade secrets relating to the distribution and marketing of ACG's products and services; patents pending; confidential characteristics of ACG's products and services; customer comments; troubleshooting requirements; product and service development; market development; manuals written by ACG; management, accounting, and reporting systems, procedures, and programs; off net contracts, leases, marketing agreements, sales employee compensation information, plans, and programs; marketing and financial analysis, plans, research, programs, and related information and data; forms, agreements, and legal documents; regulatory and supervisory reports; correspondence; statements; corporate books and records; and other similar information. 5.2 Employee acknowledges and agrees that this Confidential Information constitutes valuable, special, and unique property of ACG. 5.3 Employee will not, at any time during or within five years after the term of this Agreement or his employment with ACG, disclose any Confidential Information to any person, firm, corporation, association, or other entity for any reason or purpose. 5.4 The foregoing restrictions shall not apply to: (a) any information in Employee's possession before its disclosure to Employee by ACG, the Company or the Company's predecessor in interest; or (b) information that is or shall lawfully be published or become part of the general knowledge through no act or omission of Employee. The Confidential Information disclosed to Employee under this Agreement is not within the foregoing exceptions merely because such information is embraced by more general information in the public domain or in Employee's possession; or merely because portions thereof are in the public domain or in Employee's possession. 5.5 To protect the confidentiality of the Confidential Information, Employee further agrees that while employed by ACG and for a period of one year (in the case of involuntary termination) or two years ( in the case of termination that is not involuntary termination) immediately after the termination of this Agreement or his employment with ACG, he will not, for himself, or on behalf of any other person, firm, partnership, company, or corporation (i) generally compete in any manner whatsoever with ACG or solicit, accept, divert, or take away from ACG the business of any person, company, or business; (ii) directly or indirectly induce or attempt to influence any employee, officer, director, consultant, agent, vendor or other entity related to ACG to terminate his or her employment or association in any manner whatsoever with ACG; or

Protection of Confidential Information and Employee Non-Competition. 5.1 Employee recognizes and acknowledges that he will have access to certain confidential information and trade secrets of ACG ("Confidential Information"). Such Confidential Information includes, but is not limited to: customer names; contracts; products purchased by customers; production capabilities and processes; customer account and credit data; referral sources; computer programs and software; names and information relating to potential acquisition candidates; financing sources and other business relationships; information relating to confidential or secret designs, processes, formulae, plans, devices, or materials of ACG's business and marketing plans, confidential information and trade secrets relating to the distribution and marketing of ACG's products and services; patents pending; confidential characteristics of ACG's products and services; customer comments; troubleshooting requirements; product and service development; market development; manuals written by ACG; management, accounting, and reporting systems, procedures, and programs; off net contracts, leases, marketing agreements, sales employee compensation information, plans, and programs; marketing and financial analysis, plans, research, programs, and related information and data; forms, agreements, and legal documents; regulatory and supervisory reports; correspondence; statements; corporate books and records; and other similar information. 5.2 Employee acknowledges and agrees that this Confidential Information constitutes valuable, special, and unique property of ACG. 5.3 Employee will not, at any time during or within five years after the term of this Agreement or his employment with ACGCompany, disclose any Confidential Information to any person, firm, corporation, association, or other entity for any reason or purpose. 5.4 The foregoing restrictions shall not apply to: (a) any information in Employee's possession before its disclosure to Employee by ACG, the Company or the Company's predecessor in interest; or (b) information that is or shall lawfully be published or become part of the general knowledge through no act or omission of Employee. The Confidential Information disclosed to Employee under this Agreement is not within the foregoing exceptions merely because such information is embraced by more general information in the public domain or in Employee's possession; or merely because portions thereof are in the public domain or in Employee's possession. 5.5 To protect the confidentiality of the Confidential Information, Employee further agrees that while employed by ACG the Company and for a period of one year (in the case of involuntary termination) or two three years ( in the case of termination that is not involuntary termination) immediately after the termination of this Agreement or his employment with ACGthe Company, regardless of whether such termination of employment is voluntary or involuntary, he will not, for himself, or on behalf of any other person, firm, partnership, company, or corporation (i) generally compete in any manner whatsoever with ACG or solicit, accept, divert, or take away from ACG the business of any person, company, or business; (ii) directly or indirectly induce or attempt to influence any employee, officer, director, consultant, agent, vendor or other entity related to ACG to terminate his or her employment or association in any manner whatsoever with ACG; or

Protection of Confidential Information and Employee Non-Competition. 5.1 Employee recognizes and acknowledges that he she will have access to certain confidential information and trade secrets of ACG ("Confidential Information"). Such Confidential Information includes, but is not limited to: customer names; contracts; products purchased by customers; production capabilities and processes; customer account and credit data; referral sources; computer programs and software; names and information relating to potential acquisition candidates; financing sources and other business relationships; information relating to confidential or secret designs, processes, formulae, plans, devices, or materials of ACG's ; business and marketing plans, confidential information and trade secrets relating to the distribution and marketing of ACG's products and services; patents pending; confidential characteristics of ACG's products and services; customer comments; troubleshooting requirements; product and service development; market development; manuals written by ACG; management, accounting, and reporting systems, procedures, and programs; off net contracts, leases, marketing agreements, sales employee Employee compensation information, plans, and programs; marketing and financial analysis, plans, research, programs, and related information and data; forms, agreements, and legal documents; regulatory and supervisory super visory reports; correspondence; statements; corporate books and records; and other similar information. 5.2 Employee acknowledges and agrees that this Confidential Information constitutes valuable, special, and unique property of ACG. 5.3 Employee will not, at any time during or within five years after the term of this Agreement or his her employment with ACGCompany, disclose any Confidential Information to any person, firm, corporationpartnership, association, company, corporation or other entity (each, a "Person") for any reason or purpose. 5.4 The foregoing restrictions shall not apply to: (a) any information in Employee's possession before its disclosure to Employee by ACG, the Company or the Company's predecessor in interest; or (b) information that is or shall lawfully be published or become part of the general knowledge through no act or omission of Employee. The Confidential Information disclosed to Employee under this Agreement is not within the foregoing exceptions merely because such information is embraced by more general information in the public domain or in Employee's possession; or merely because portions thereof are in the public domain or in Employee's possession. 5.5 To protect the confidentiality of the Confidential Information, Employee further agrees that while employed by ACG Company and for a period of one year (in the case of involuntary termination) or two years ( in the case of termination that is not involuntary termination) 36 calendar months immediately after the termination of this Agreement or his her employment with ACGCompany, he regardless of whether such termination of employment is voluntary or involuntary, she will not, for himselfherself, or on behalf of any other person, firm, partnership, company, or corporation Person (i) generally compete in any manner whatsoever with ACG or solicit, accept, divert, or take away from ACG the business of any person, company, or businessPerson; (ii) directly or indirectly induce or attempt to influence any employeeEmployee, officer, director, consultant, agent, vendor or other entity related to ACG to terminate his or her employment or association in any manner whatsoever with ACG; oror (iii) engage in the sale or marketing of yellow page publishing services, telecommunication services, interconnect services and natural gas or electrical goods and services in the State of Kansas ("Proscribed Territory") during the term of this Agreement or Employee's employment with Company. The territory in which Employee shall not compete with ACG as outlined in this Paragraph 5.5 shall consist of the Proscribed Territory. 5.6 Employee understands and acknowledges that, due to the unique nature of the products and services provided by ACG and the need for sales personnel to have a relatively high degree of technical knowledge concerning these products and services, employment by Company for sales and management, including the special training, knowledge, and confidential information that has been or will be acquired in the course of such employment, will give Employee distinct and substantial advantages for potential sales and management activities concerning such products and services. Employee further understands and acknowledges that: because of the definition of products and services covered by this Agreement, the highly specialized nature of those products and services, the limited size and number of business entities in the business of developing and/or selling those products and services, and the much more numerous opportunities for Employee to work in her trade with respect to products and services not covered by this Agreement, the limitations as to time and geographic area contained in Paragraph 5.5 are reasonable and are not unduly onerous on Employee. Employee therefore agrees that the limitations as to time, geographic area, and scope of activity contained in Paragraph 5.5 do not impose a greater restraint than is necessary to protect the Confidential Information, goodwill, and other business interests of ACG. Employee also agrees that in light of the facts acknowledged above, the substantial investment of ACG in acquiring and developing its business and providing special training to Employee, and the certain and substantial harm that ACG would suffer if Employee were to engage in any of the activities described in Paragraph 5.5, ACG's need for the protection afforded by Paragraph 5.5 is greater than any hardship Employee might experience by complying with its terms. Employee also agrees that, if any provision of the covenant set forth in Paragraph 5.5 is found to be invalid in part or whole, ACG may elect, but shall not be required, to have such provision reformed, whether as to time, geographic area, scope of activity, or otherwise, as and to the extent required for its validity under applicable law, and, as so reformed, such provisions shall be enforceable. 5.7 Employee acknowledges that a violation or attempted violation on her part of any provision in this Paragraph 5 will cause irreparable damage to ACG. Accordingly, in the event of a breach or threatened breach by Employee of the provisions of this Paragraph 5, Employee agrees that ACG shall be entitled as a matter of right to an injunction, out of any court of competent jurisdiction, restraining any violation or further violation of such agreements by Employee or her agents, without showing any evidence of actual monetary loss resulting from such breach, including, but not limited to, restraining Employee from using or disclosing, in whole or in part, such Confidential Information or trade secrets; rendering any services to any Person to whom any of such information may have been disclosed or is threatened to be disclosed; and/or violating the non-competition provision. Nothing herein shall be construed as prohibiting ACG from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages and attorneys' fees from Employee.

Protection of Confidential Information and Employee Non-Competition. 5.1 Employee recognizes and acknowledges that he will have access to certain confidential information and trade secrets of ACG ("Confidential Information"). Such Confidential Information includes, but is not limited to: customer names; contracts; products purchased by customers; production capabilities and processes; customer account and credit data; referral sources; computer programs and software; names and information relating to potential acquisition candidates; financing sources and other business relationships; information relating to confidential or secret designs, processes, formulae, plans, devices, or materials of ACG's business and marketing plans, confidential information and trade secrets relating to the distribution and marketing of ACG's products and services; patents pending; confidential characteristics of ACG's products and services; customer comments; troubleshooting requirements; product and service development; market development; manuals written by ACG; management, accounting, and reporting systems, procedures, and programs; off net contracts, leases, marketing agreements, sales employee compensation information, plans, and programs; marketing and financial analysis, plans, research, programs, and related information and data; forms, agreements, and legal documents; regulatory and supervisory reports; correspondence; statements; corporate books and records; and other similar information. 5.2 Employee acknowledges and agrees that this Confidential Information constitutes valuable, special, and unique property of ACG. 5.3 Employee will not, at any time during or within five years after the term of this Agreement or his employment with ACG, ACG disclose any Confidential Information to any person, firm, corporation, association, or other entity for any reason or purpose. 5.4 The foregoing restrictions shall not apply to: (a) any information in Employee's possession before its disclosure to Employee by ACG, the Company or the Company's predecessor in interest; or (b) information that is or shall lawfully be published or become part of the general knowledge through no act or omission of Employee. The Confidential Information disclosed to Employee under this Agreement is not within the foregoing exceptions merely because such information is embraced by more general information in the public domain or in Employee's possession; , or merely because portions thereof are in the public domain or in Employee's possession. 5.5 To protect the confidentiality of the Confidential Information, Employee further agrees that while employed by ACG and for a period of one year (in the case of involuntary termination) or two years ( in the case of termination that is not involuntary termination) immediately after the termination of this Agreement or his employment with ACG, regardless of whether such termination of employment is voluntary or involuntary, he will not, for himself, or on behalf of any other person, firm, partnership, company, or corporation (i) generally compete in any manner whatsoever with ACG or solicit, accept, divert, or take away from ACG the business of any person, company, or business; (ii) directly or indirectly induce or attempt to influence any employee, officer, director, consultant, agent, vendor or other entity related to ACG to terminate his or her employment or association in any manner whatsoever with ACG; oror (iii) engage in any commercial or technical activity involving the development, formulation, manufacture, production, distribution, marketing or sale of any product and services that ACG designs, produces, manufactures, distributes, markets or sells during the term of this Agreement or Employee's employment with ACG. The prescribed territory in which Employee shall not compete with ACG as outlined in this Paragraph 5.5 shall consist of all of those areas of the United States in which ACG is doing business at the time of Employee's termination of employment. The obligations of Employee pursuant hereto are additional to the obligations described in Section 15 of the Agreement and Plan of Merger dated contemporaneously herewith. 5.6 Employee understands and acknowledges that, due to the unique nature of the products and services provided by ACG and the need for sales personnel to have a relatively high degree of technical knowledge concerning these products and services, employment by ACG, including the special training, knowledge, and confidential information that will be acquired in the course of such employment, will give Employee distinct and substantial advantages for potential sales activities concerning such products and services. Employee further understands and acknowledges that: because of the definition of products and services covered by this Agreement, the highly specialized nature of those products and services, the limited size and number of business entities in the business of developing and/or selling those products and services, and the much more numerous opportunities for Employee to work in his trade with respect to products and services not covered by this Agreement, the limitations as to time and geographic area contained in Paragraph 5.5 are reasonable and are not unduly onerous on Employee. Employee therefore agrees that the limitations as to time, geographic area, and scope of activity contained in Paragraph 5.5 do not impose a greater restraint than is necessary to protect the Confidential Information, goodwill, and other business interests of ACG. Employee also agrees that in light of the facts acknowledged above, the substantial investment of ACG in developing its business and providing special training to Employee, and the certain and substantial harm that ACG would suffer if Employee were to engage in any of the activities described in Paragraph 5.5, ACG's need for the protection afforded by Paragraph 5.5 is greater than any hardship Employee might experience by complying with its terms. Employee also agrees that, if any provision of the covenant set forth in Paragraph 5.5 is found to be invalid in part or whole, ACG may elect, but shall not be required, to have such provision reformed, whether as to time, geographic area, scope of activity, or otherwise, as and to the extent required for its validity under applicable law, and, as so reformed, such provisions shall be enforceable. 5.7 Employee acknowledges that a violation or attempted violation on his part of any provision in this Paragraph 5 may cause irreparable damage to ACG. Accordingly, in the event of a breach or threatened breach by Employee of the provisions of this Paragraph 5, Employee agrees that ACG shall be entitled as a matter of right to an injunction, out of any court of competent jurisdiction, restraining any violation or further violation of such agreements by Employee or his agents, without showing any evidence of actual monetary loss resulting from such breach, including, but not limited to, restraining Employee from using or disclosing, in whole or in part, such Confidential Information or trade secrets; rendering any services to any person, firm, corporation, or other entity to whom any of such information may have been disclosed or is threatened to be disclosed; and/or violating the non-competition provision. Nothing herein shall be construed as prohibiting ACG from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages and attorneys' fees from Employee.

Protection of Confidential Information and Employee Non-Competition. 5.1 Employee recognizes and acknowledges that he will have access to certain confidential information and trade secrets of ACG the Company ("Confidential Information"). Such Confidential Information includes, but is not limited to: customer names; contracts; products purchased by customers; production capabilities and processes; customer account and credit data; referral sources; computer programs and software; names and information relating to potential acquisition candidates; financing sources and other business relationships; information relating to confidential or secret designs, processes, formulae, plans, devices, or materials of ACGthe Company's business and marketing plans, confidential information and trade secrets relating to the distribution and marketing of ACGthe Company's products and services; patents pending; confidential characteristics of ACGthe Company's products and services; customer comments; troubleshooting requirements; product and service development; market development; manuals written by ACG; the Company, management, accounting, accounting and reporting systems, procedures, procedures and programs; off net contracts, ; leases, marketing agreements, sales employee compensation information, plans, and programs; marketing and financial analysis, plans, research, programs, and related information and data; forms, agreements, and legal documents; regulatory and supervisory reports; correspondence; statements; corporate books and records; and other similar information. 5.2 Employee acknowledges and agrees that this Confidential Information constitutes valuable, special, and and/or unique property of ACGthe Company. 5.3 Employee will not, at any time during or within five years after the term of this Agreement or his employment with ACGthe Company, use or disclose any Confidential Information to any person, firm, corporation, association, or other entity for any reason or purpose. 5.4 The foregoing restrictions shall not apply to: (a) any information in Employee's possession before its disclosure to Employee by ACG, the Company or the Company's predecessor in interest; or (b) information that is or shall lawfully be published or become part of the general knowledge through no act or omission of Employee. The Confidential Information disclosed to Employee under this Agreement is not within the foregoing exceptions merely because such may include information is embraced by that may be contained in more general information in the public domain or in Employee's possession; or . The information does not lose its status as proprietary merely because portions thereof are in the public domain or in Employee's possession. 5.5 To protect the confidentiality of the Confidential Information, Employee further agrees that while employed by ACG the Company and for a period of one year (in the case of involuntary termination) or two years ( in the case of termination that is not involuntary termination) immediately after the termination of this the Agreement or his employment with ACGthe Company, regardless of whether such termination of employment is voluntary of involuntary, he will not, for himself, or on behalf of any other person, firm, partnership, company, or corporation corporation, either directly or indirectly (i) generally compete in any manner whatsoever with ACG or solicit, accept, divert, or take away from ACG the Company the business of any person, company, or businessbusiness who was a customer of the Company during the term of this Agreement or to whom the Company had made an outstanding proposal at the time of the termination of this Agreement or Employee's employment with the Company; (ii) directly or indirectly induce or attempt to influence any employee, officer, director, consultant, agent, vendor or other entity related to ACG the Company to terminate his or her employment or association in any manner whatsoever with ACGthe Company; or

Protection of Confidential Information and Employee Non-Competition. 5.1 Employee recognizes and acknowledges that he will have access to certain confidential information and trade secrets of ACG ("Confidential Information"). Such Confidential Information includes, but is not limited to: customer names; contracts; products purchased by customers; production capabilities and processes; customer account and credit data; referral sources; computer programs and software; names and information relating to potential acquisition candidates; financing sources and other business relationships; information relating to confidential or secret designs, processes, formulae, plans, devices, or materials of ACG's business and marketing plans, confidential information and trade secrets relating to the distribution and marketing of ACG's products and services; patents pending; confidential characteristics of ACG's products and services; customer comments; troubleshooting requirements; product and service development; market development; manuals written by ACG; management, accounting, and reporting systems, procedures, and programs; off net contracts, leases, marketing agreements, sales employee compensation information, plans, and programs; marketing and financial analysis, plans, research, programs, and related information and data; forms, agreements, and legal documents; regulatory and supervisory reports; correspondence; statements; corporate books and records; and other similar information. 5.2 Employee acknowledges and agrees that this Confidential Information constitutes valuable, special, and unique property of ACG. 5.3 Employee will not, at any time during or within five years after the term of this Agreement or his employment with ACG, disclose any Confidential Information to any person, firm, corporation, association, or other entity for any reason or purpose. 5.4 The foregoing restrictions shall not apply to: (a) any information in Employee's possession before its disclosure to Employee by ACG, the Company or the Company's predecessor in interest; or (b) information that is or shall lawfully be published or become part of the general knowledge through no act or omission of Employee. The Confidential Information disclosed to Employee under this Agreement is not within the foregoing exceptions merely because such information is embraced by more general information in the public domain or in Employee's possession; or merely because portions thereof are in the public domain or in Employee's possession. 5.5 To protect the confidentiality of the Confidential Information, Employee further agrees that while employed by ACG and for a period of one year (in the case of involuntary termination) or two years ( in the case of termination that is not involuntary termination) immediately after the termination of this Agreement or his employment with ACG, he will not, for himself, or on behalf of any other person, firm, partnership, company, or corporation (i) generally compete in any manner whatsoever with ACG or solicit, accept, divert, or take away from ACG the business of any person, company, or business; (ii) directly or indirectly induce or attempt to influence any employee, officer, director, consultant, agent, vendor or other entity related to ACG to terminate his or her employment or association in any manner whatsoever with ACG; oryear

Protection of Confidential Information and Employee Non-Competition. 5.1 Employee recognizes and acknowledges that he will have access to certain confidential information and trade secrets of ACG ("Confidential Information"). Such Confidential Information includes, but is not limited to: customer names; contracts; products purchased by customers; production capabilities and processes; customer account and credit data; referral sources; computer programs and software; names and information relating to potential acquisition candidates; financing sources and other business relationships; information relating to confidential or secret designs, processes, formulae, plans, devices, or materials of ACG's business and marketing plans, confidential information and trade secrets relating to the distribution and marketing of ACG's products and services; patents pending; confidential characteristics of ACG's products and services; customer comments; troubleshooting requirements; product and service development; market development; manuals written by ACG; management, accounting, and reporting systems, procedures, and programs; off net contracts, leases, marketing agreements, sales employee compensation information, plans, and programs; marketing and financial analysis, plans, research, programs, and related information and data; forms, agreements, and legal documents; regulatory and supervisory reports; correspondence; statements; corporate books and records; and other similar information. 5.2 Employee acknowledges and agrees that this Confidential Information constitutes valuable, special, and unique property of ACG. 5.3 Employee will not, at any time during or within five years after the term of this Agreement or his employment with ACG, disclose any Confidential Information to any person, firm, corporation, association, or other entity for any reason or purpose. 5.4 The foregoing restrictions shall not apply to: (a) any information in Employee's possession before its disclosure to Employee by ACG, ACG or the Company or the Company's predecessor in interest; or (b) information that is or shall lawfully be published or become part of the general knowledge through no act or omission of Employee. The Confidential Information disclosed to Employee under this Agreement is not within the foregoing exceptions merely because such information is embraced by more general information in the public domain or in Employee's possession; possession or merely because portions thereof are in the public domain or in Employee's possession. 5.5 To protect the confidentiality of the Confidential Information, Employee further agrees that while employed by ACG and for a period of one year (in the case of involuntary termination) or two three years ( in the case of termination that is not involuntary termination) immediately after the termination of this Agreement or his employment with ACG, regardless of whether such termination of employment is voluntary or involuntary, he will not, for himself, or on behalf of any other person, firm, partnership, company, or corporation (i) generally compete in any manner whatsoever with ACG or solicit, accept, divert, or take away from ACG the business of any person, company, or business; (ii) directly or indirectly induce or attempt to influence any employee, officer, director, consultant, agent, vendor or other entity related to ACG to terminate his or her employment or association in any manner whatsoever with ACG; or