Common use of Restriction Against Competition Clause in Contracts

Restriction Against Competition. (a) In consideration of the Compensation to be received hereunder, the Employee agrees that while he is employed by the Company pursuant to this Agreement, and during the two year period following the effective date of termination of this Agreement, for any reason, the Employee shall not, directly or indirectly, as a stockholder, partner, officer, director, agent, consultant, employee, or otherwise: (i) engage in any business that competes with the business of the Company ("Company" defined in Sections 9, 10 and 11(b) herein to mean all Subsidiaries, Affiliates, divisions, successors, and assigns of the Company and any of their Subsidiaries or Affiliates) anywhere within the United States and such other countries that the Company is then conducting its business; provided, however, that the foregoing shall not prohibit the Employee's ownership of up to 1% of the outstanding shares of capital stock of any corporation whose securities are publicly traded on a national or regional stock exchange; (ii) purposefully interfere or attempt to interfere with any of the Company's contracts (regardless of whether these contracts are in writing or verbal) or business relationships or advantages existing and in effect as of the effective date of termination of this Agreement; (iii) solicit for employment, either directly or indirectly, for himself or for another, any of the technical or professional employees who are or were employed by the Company during the two-year period following the termination of this Agreement; and (iv) purposefully interfere with the business relationship of or solicit the business or orders of Persons (a) who are Company customers on the effective date of termination of this Agreement, or one year prior thereto, or (b) a prospective or potential customer of the Company, except that with respect to the two-year period following the effective date of termination of this Agreement, such restriction shall apply only to prospective or potential customers (1) to whom the Company has submitted a formal quotation within the one year prior to the effective date of termination of this Agreement, or (2) that have been previously listed or identified by the Company as a business prospect at any time during the six months preceding the effective date of termination. (b) The parties agree that if the Employee commits or threatens to commit a breach of the covenants of this Section 9, the Company shall have the right to seek and obtain all appropriate injunctive and other equitable remedies therefor, in addition to any other rights and remedies that may be available at law, it being acknowledged and agreed that any such breach would cause irreparable injury to the parties and that money damages may not provide an adequate remedy therefor.

Restriction Against Competition. (a) In consideration of the Compensation to be received hereunder, the The Employee agrees that while he is employed by the Company Corporation pursuant to this Agreement, and during the two year period for each month following the effective date of termination of this Agreement, Agreement for any reasonwhich the Corporation pays to Employee a sum equivalent to one month of Employee's Salary (collectively, the "Restricted Period"), Employee shall not, directly or indirectly, as a stockholder, partner, officer, director, agent, consultant, employee, consultant or otherwise: (ia) engage in any business that competes with the business of the Company Corporation ("Company" defined in Sections 9, 10 and 11(b) herein to mean all Subsidiaries, Affiliatessubsidiaries, divisions, successors, and assigns of the Company and any of their Subsidiaries or AffiliatesCorporation) anywhere within as conducted by the United States and such other countries that the Company is then conducting its business; provided, however, that the foregoing shall not prohibit the Employee's ownership of up to 1% Corporation as of the outstanding shares effective date of capital stock the termination of this Agreement in any corporation whose securities are publicly traded on a national or regional stock exchangestate where the Corporation is conducting business; (iib) purposefully interfere or attempt to interfere with any of the CompanyCorporation's contracts (regardless of whether these contracts are in writing or verbal) or business relationships or advantages existing and in effect as of the effective date of termination of this Agreement; (iiic) solicit for employment, either directly or indirectly, for himself or for another, any of the technical or professional employees who are or were employed by the Company during Corporation, provided that with regard to the two-year period following after the termination of this Agreement; andAgreement such restriction shall apply only to such employees employed by the Corporation during the six (6) months prior to the expiration of the Restricted Period; (ivd) purposefully interfere with the business relationship of or solicit the business or orders of Persons (a) who are Company customers on of the effective date of Corporation, provided that with regard to the period after the termination of this Agreement, or one year Agreement such restriction shall apply only to such parties who were customers during the 60 days prior thereto, or to the expiration of the Restricted Period; or (b) a prospective or potential customer of the Company, except that with respect to the two-year period following the effective date of termination of this AgreementCorporation, such restriction shall apply only to prospective or potential customers (1i) to whom the Company Corporation has submitted a formal quotation within the immediately preceding one year prior to the effective date of termination of this Agreementperiod, or (2ii) that have been previously listed or identified in writing by the Company Corporation as a business prospect at any time during the six months immediately preceding the effective date of termination. (b) one year period. The parties agree that if the Employee commits or threatens to commit a breach of the covenants of Section 8.01 of this Section 9Agreement, the Company Corporation shall have the right to seek and obtain all appropriate injunctive and other equitable remedies therefor, in addition to any other rights and remedies that may be available at law, it being acknowledged and agreed that any such breach would cause irreparable injury to the parties and that money damages may would not provide an adequate remedy therefor.

Restriction Against Competition. (a) In consideration of the Compensation to be received hereunder, the Employee The Executive agrees that while he is employed by the Company pursuant to this Agreement, Agreement and during the two year twelve (12) month period following the effective date of termination of this Agreement, Agreement for any reason, the Employee Executive shall not, directly or indirectly, as a stockholder, partner, officer, director, agent, consultant, employee, or otherwise: (i) engage in any business that competes with the business of the Company ("Company" defined in Sections 9, 10 and 11(b) herein to mean all Subsidiaries, Affiliates, divisions, successors, and assigns of the Company) as conducted by the Company and as of the effective date of the termination of this Agreement in any of their Subsidiaries or Affiliates) anywhere within the United States and such other countries that state where the Company is then conducting its business; provided, however, that the foregoing shall not prohibit the Employee's ownership of up to 1% of the outstanding shares of capital stock of any corporation whose securities are publicly traded on a national or regional stock exchange; (ii) purposefully interfere or attempt to interfere with any of the Company's contracts (regardless of whether these contracts are in writing or verbal) or business relationships or advantages existing and in effect as of the effective date of termination of this Agreement; (iii) solicit for employment, either directly or indirectly, for himself or for another, any of the technical or professional employees who are or were employed by the Company during Company, except that with respect to the two-year twelve (12) month period following the effective date of termination of this Agreement; and, such restriction shall apply only to such employees employed by Company on the effective date of termination of this Agreement or within six (6) months prior thereto; (iv) purposefully interfere with the business relationship of or solicit the business or orders of Persons (a) who are Company a customer of the Company, except that with respect to the twelve (12) month period following the effective date of termination of this Agreement, such restriction shall apply only to such customers existing on the effective date of termination of this Agreement, or one year within sixty (60) days prior thereto, or (b) a prospective or potential customer of the Company, except that with respect to the two-year period following the effective date of termination of this Agreement, such restriction shall apply only to prospective or potential customers (1i) to whom the Company has submitted a formal quotation within the past one year prior to the effective date of termination of this Agreement, or (2ii) that have been previously listed or identified in writing by the Company as a business prospect at any time during the six twelve (12) months preceding the effective date of terminationtermination of this Agreement. (b) The parties agree that if the Employee Executive commits or threatens to commit a breach of the covenants of this Section 97, the Company shall have the right to seek and obtain all appropriate injunctive and other equitable remedies therefor, in addition to any other rights and remedies that may be available at law, it being acknowledged and agreed that any such breach would cause irreparable injury to the parties and that money damages may would not provide an adequate remedy therefor.

Restriction Against Competition. (a) In consideration of the Compensation to be received hereunder, the Employee Executive agrees that while he Executive is employed by the Company pursuant to this Agreement, and during the two year period following the effective date of termination of this Agreement, for any reason, the Employee Executive shall not, directly or indirectly, as a stockholder, partner, officer, director, agent, consultant, employee, or otherwise: (i) engage in any business that competes with the business of the Company ("Company" defined in Sections 9, 10 and 11(b) herein to mean all Subsidiaries, Affiliates, divisions, successors, and assigns of the Company and any of their Subsidiaries or Affiliates) anywhere within the United States and such other countries that the Company is then conducting its business; provided, however, that the foregoing shall not prohibit the EmployeeExecutive's ownership of up to 1% of the outstanding shares of capital stock of any corporation whose securities are publicly traded on a national or regional stock exchangeexchange or on the over-the-counter market; (ii) purposefully interfere or attempt to interfere with any of the Company's contracts (regardless of whether these contracts are in writing or verbal) or business relationships or advantages existing and in effect as of the effective date of termination of this Agreement; (iii) solicit for employment, either directly or indirectly, for himself or for another, any of the technical or professional employees who are or were employed by the Company during the two-year period following the termination of this Agreement; and (iv) purposefully interfere with the business relationship of or solicit the business or orders of Persons (a) who are Company customers on the effective date of termination of this Agreement, or one year prior thereto, or (b) a prospective or potential customer of the Company, except that with respect to the two-year period following the effective date of termination of this Agreement, such restriction shall apply only to prospective or potential customers (1) to whom the Company has submitted a formal quotation within the one year prior to the effective date of termination of this Agreement, or (2) that have been previously listed or identified by the Company as a business prospect at any time during the six months preceding the effective date of termination. (b) Notwithstanding the foregoing, if the Company terminates this Agreement without Cause or Executive terminates this Agreement for Good Reason, then the restrictions contained in Section 9(a) will only be in effect for the 12 month period immediately following such termination unless within 90 days following such termination the Company notifies Executive that the Company will continue to pay Executive the Base Salary and provide Executive with health insurance coverage for Executive and Executive's family for an additional 12 month period. If the Company makes such payments and provides such insurance then the restrictions contained in Section 9(a) will be in effect for the two year period immediately following such termination. If at any time during such 12 or 24 month period, as applicable, the Company fails to pay the required Base Salary or provide the required health insurance coverage then the restrictions contained in Section 9(a) shall no longer apply. (c) The parties agree that if the Employee Executive commits or threatens to commit a breach of the covenants of this Section 9, the Company shall have the right to seek and obtain all appropriate injunctive and other equitable remedies therefor, in addition to any other rights and remedies that may be available at law, it being acknowledged and agreed that any such breach would cause irreparable injury to the parties and that money damages may not provide an adequate remedy therefor.

Restriction Against Competition. (a) In consideration of the Compensation to be received hereunder, the Employee The Executive agrees that while he is employed by the Company pursuant to this Agreement, Agreement and during the two year twelve (12) month period following the effective date of termination of this Agreement, Agreement for any reason, the Employee Executive shall not, directly or indirectly, as a stockholder, partner, officer, director, agent, consultant, employee, or otherwise: (i) engage in any business that competes with the business of the Company ("Company" defined in Sections 9, 10 and 11(b) herein to mean all Subsidiaries, Affiliates, divisions, successors, and assigns of the Company) as conducted by the Company and as of the effective date of the termination of this Agreement in any of their Subsidiaries or Affiliates) anywhere within the United States and such other countries that state where the Company is then conducting its business; provided, however, that the foregoing shall not prohibit the Employee's ownership of up to 1% of the outstanding shares of capital stock of any corporation whose securities are publicly traded on a national or regional stock exchange; (ii) purposefully interfere or attempt to interfere with any of the Company's contracts (regardless of whether these contracts are in writing or verbal) or business relationships or advantages existing and in effect as of the effective date of termination of this Agreement; (iii) solicit for employment, either directly or indirectly, for himself or for another, any of the technical or professional employees who are or were employed by the Company during Company, except that with respect to the two-year twelve (12) month period following the effective date of termination of this Agreement; and, such restriction shall apply only to such employees employed by Company on the effective date of termination of this Agreement or within six (6) months prior thereto; (iv) purposefully interfere with the business relationship of or solicit the business or orders of Persons (a) who are Company a customer of the Company, except that with respect to the twelve (12) month period following the effective date of termination of this Agreement, such restriction shall apply only to such customers existing on the effective date of termination of this Agreement, or one year within sixty (60) days prior thereto, or (b) a prospective or potential customer of the Company, except that with respect to the two-year period following the effective date of termination of this Agreement, such restriction shall apply only to prospective or potential customers (1i) to whom the Company has submitted a formal quotation within the past one year prior to the effective date of termination of this Agreement, or (2ii) that have been previously listed or identified in writing by the Company as a business prospect at any time during the six twelve (12) months preceding the effective date of terminationtermination of this Agreement. (b) The parties agree that if the Employee Executive commits or threatens to commit a breach of the covenants of this Section 98, the Company shall have the right to seek and obtain all appropriate injunctive and other equitable remedies therefor, in addition to any other rights and remedies that may be available at law, it being acknowledged and agreed that any such breach would cause irreparable injury to the parties and that money damages may would not provide an adequate remedy therefor.

Restriction Against Competition. (a) In consideration of the Compensation to be received hereunder, the Employee Executive agrees that while he is employed by the Company pursuant to this Agreement, and during (A) the two (2) year period following the effective date of termination of this AgreementAgreement by the Company for Cause or Disability or by the Executive without Good Reason, or (B) the one (1) year period following the effective date of termination of this Agreement by the Company without Cause or by the Executive for any reasonGood Reason, the Employee Executive shall not, directly or indirectly, as a stockholder, partner, officer, director, agent, consultant, employee, or otherwise: (i) engage in any business that competes with the business of the Company ("Company" defined in Sections 9, 10 and 11(b) herein to mean all Subsidiaries, Affiliates, divisions, successors, and assigns of the Company and any of their Subsidiaries or Affiliates) anywhere within the United States and such other countries that the Company is then conducting its business, except that with respect to the one-year or two-year period, as applicable, following termination of this Agreement, such restriction shall apply only to locations where the Company is conducting business or actively serving customers or soliciting business on the effective date of termination of this Agreement; provided, however, that the foregoing shall not prohibit the EmployeeExecutive's ownership of up to 1% five percent (5%) of the outstanding shares of capital stock of any corporation whose securities are publicly traded on a national or regional stock exchange; (ii) purposefully interfere or attempt to interfere with any of the Company's contracts (regardless of whether these contracts are in writing or verbal) or business relationships or advantages existing and in effect as of the effective date of termination of this Agreement; (iii) solicit for employment, either directly or indirectly, for himself or for another, any of the technical or professional employees who are or were employed by the Company during the one-year or two-year period period, as applicable, following the termination of this Agreement; and; (iv) purposefully interfere with the business relationship of or solicit the business or orders of Persons (a) who are Company a customer of the Company, except that with respect to the one-year or two-year period, as applicable, following the effective date of termination of this Agreement, such restriction shall apply only to such customers existing on the effective date of termination of this Agreement, or one year within sixty (60) days prior thereto, or (b) a prospective or potential customer of the Company, except that with respect to the one-year or two-year period period, as applicable, following the effective date of termination of this Agreement, such restriction shall apply only to prospective or potential customers (1) to whom the Company has submitted a formal quotation within the one year sixty (60) days prior to the effective date of termination of this Agreement, or (2) that have been previously listed or identified by the Company as a business prospect at any time during the six (6) months preceding the effective date of termination. (b) The parties agree that if the Employee Executive commits or threatens to commit a breach of the covenants of this Section 98, the Company shall have the right to seek and obtain all appropriate injunctive and other equitable remedies therefor, in addition to any other rights and remedies that may be available at law, it being acknowledged and agreed that any such breach would cause irreparable injury to the parties and that money damages may would not provide an adequate remedy therefor.

Restriction Against Competition. (a) In consideration of the Compensation to be received hereunder, the Employee agrees that while he is employed by the Company pursuant to this Agreement, and during the two year eighteen months period following the effective date of termination of this Agreement, for any reason, the Employee shall not, directly or indirectly, as a stockholder, partner, officer, director, agent, consultant, employee, or otherwise: (i) engage in any business that competes with the business of the Company ("Company" defined in Sections 98, 10 9 and 11(b10(b) herein to mean all Subsidiaries, Affiliates, divisions, successors, and assigns of the Company and any of their Subsidiaries or Affiliates) anywhere within the United States and such other countries that the Company is then conducting its business; provided, however, that the foregoing shall not prohibit the Employee's ownership of up to 1% of the outstanding shares of capital stock of any corporation whose securities are publicly traded on a national or regional stock exchange; (ii) purposefully interfere or attempt to interfere with any of the Company's contracts (regardless of whether these contracts are in writing or verbal) or business relationships or advantages existing and in effect as of the effective date of termination of this Agreement; (iii) solicit for employment, either directly or indirectly, for himself or for another, any of the technical or professional employees who are or were employed by the Company during the two-year eighteen month period following the termination of this Agreement; and (iv) purposefully interfere with the business relationship of or solicit the business or orders of Persons (a) who are Company the Company's customers on the effective date of termination of this Agreement, or one year prior thereto, or (b) a prospective or potential customer of the Company, except that with respect to the two-year eighteen month period following the effective date of termination of this Agreement, such restriction shall apply only to prospective or potential customers (1) to whom the Company has submitted a formal quotation within the one year prior to the effective date of termination of this Agreement, or (2) that have been previously listed or identified by the Company as a business prospect at any time during the six months preceding the effective date of termination. (b) The parties agree that if the Employee commits or threatens to commit a breach of the covenants of this Section 98, the Company shall have the right to seek and obtain all appropriate injunctive and other equitable remedies therefor, in addition to any other rights and remedies that may be available at law, it being acknowledged and agreed that any such breach would cause irreparable injury to the parties and that money damages may not provide an adequate remedy therefor.

Restriction Against Competition. (a) In consideration of the Compensation to be received hereunder, the Employee agrees that while he is employed by the Company pursuant to this Agreement, and during the two year period following the effective date of termination of this Agreement, for any reason, the Employee shall not, directly or indirectly, as a stockholder, partner, officer, director, agent, consultant, employee, or otherwise: (i) engage in any business that competes with the business of the Company ("Company" defined in Sections 910, 10 11 and 11(b12(b) herein to mean all Subsidiaries, Affiliates, divisions, successors, and assigns of the Company and any of their Subsidiaries or Affiliates) anywhere within the United States and such other countries that the Company is then conducting its business; provided, however, that the foregoing shall not prohibit the Employee's ownership of up to 1% of the outstanding shares of capital stock of any corporation whose securities are publicly traded on a national or regional stock exchange; (ii) purposefully interfere or attempt to interfere with any of the Company's contracts (regardless of whether these contracts are in writing or verbal) or business relationships or advantages existing and in effect as of the effective date of termination of this Agreement; (iii) solicit for employment, either directly or indirectly, for himself or for another, any of the technical or professional employees who are or were employed by the Company during the two-year period following the termination of this Agreement; and (iv) purposefully interfere with the business relationship of or solicit the business or orders of Persons (a) who are Company customers on the effective date of termination of this Agreement, or one year prior thereto, or (b) a prospective or potential customer of the Company, except that with respect to the two-year period following the effective date of termination of this Agreement, such restriction shall apply only to prospective or potential customers (1) to whom the Company has submitted a formal quotation within the one year prior to the effective date of termination of this Agreement, or (2) that have been previously listed or identified by the Company as a business prospect at any time during the six months preceding the effective date of termination. (b) The parties agree that if the Employee commits or threatens to commit a breach of the covenants of this Section 910, the Company shall have the right to seek and obtain all appropriate injunctive and other equitable remedies therefor, in addition to any other rights and remedies that may be available at law, it being acknowledged and agreed that any such breach would cause irreparable injury to the parties and that money damages may not provide an adequate remedy therefor.

Restriction Against Competition. (a) Employee acknowledges that Employee has been employed in a position of trust and confidence and has had access to and become familiar with the unique methods, services and procedures used by Employer and that as part of Employee's duties, Employee developed and maintained close working relationships with Employer's customers. Employee further acknowledges that disclosure of any of Employer's confidential or proprietary information, trade secrets or other information relating to operation of Employer's business or use of or access to such information by Employer's competitors, would have a serious detrimental effect upon Employer, the monetary loss from which would be difficult, if not impossible, to measure. In consideration consequence of the Compensation foregoing acknowledgements, Employee agrees: A. Employee will not at any time during his employment by Employer or thereafter, disclose the list of Employer's customers, trade secrets, information about Employer's marketing, pricing, merchandising, products in research and development, sales plans or strategies or information about Employer's business operations deemed to be received hereunderconfidential, to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever. B. For the period of October 16, 1996 through October 15, 1997, Employee agrees that while he is employed by Employee will not, at any place within the Company pursuant to this Agreement, and during the two year period following the effective date of termination of this Agreement, for any reason, the Employee shall notUnited States, directly or indirectly, as a stockholderown, partnermanage, officeroperate, directorcontrol, agentbe employed by, consultantparticipate in or be connected in any manner with the ownership, employeemanagement, operation or otherwise: control of any business engaged in the development, manufacture, marketing, sale and or distribution of bipolar surgical instruments which compete directly with the current or demonstrably anticipated products of Everest Medical Corporation. Such restriction shall be limited to the following market segments; (i) engage in any business that competes with the business of the Company ("Company" defined in Sections 9gastroenterological endoscopic procedures, 10 and 11(b) herein to mean all Subsidiaries, Affiliates, divisions, successors, and assigns of the Company and any of their Subsidiaries or Affiliates) anywhere within the United States and such other countries that the Company is then conducting its business; provided, however, that the foregoing shall not prohibit the Employee's ownership of up to 1% of the outstanding shares of capital stock of any corporation whose securities are publicly traded on a national or regional stock exchange; (ii) purposefully interfere or attempt general surgical laparoscopic procedures, (iii) gynecological laparoscopic procedures, and (iv) cardiovascular thoracoscopic procedures specifically including saphenous vein harvesting for cardiac bypass surgery. Demonstrably anticipated shall mean products which are currently in development and are scheduled to interfere with any of be released to the Company's contracts market within twelve (regardless of whether these contracts are in writing or verbal12) or business relationships or advantages existing and in effect as of months from the effective date of termination of this Agreement;. (iii) solicit for employmentC. Employee agrees that Employee will not at any time from the date of during his employment by Employer or during the period October 16, either 1996 through October 15, 1997, directly or indirectly, either as an individual for himself or for another, any of the technical or professional employees who are or were employed by the Company during the two-year period following the termination of this Agreement; and (iv) purposefully interfere with the business relationship of or solicit the business or orders of Persons (a) who are Company customers on the effective date of termination of this Agreementhis own account, or one year prior theretoon behalf of another person or persons, corporation, partnership, or (b) a prospective other entity, solicit any present or potential customer future employee of the Company, except that with respect Employer for any purpose of hiring or attempting to the two-year period following the effective date of termination of this Agreement, hire such restriction shall apply only to prospective or potential customers (1) to whom the Company has submitted a formal quotation within the one year prior to the effective date of termination of this Agreement, or (2) that have been previously listed or identified by the Company as a business prospect at any time during the six months preceding the effective date of terminationemployee. (b) The parties agree that if the Employee commits or threatens to commit a breach of the covenants of this Section 9, the Company shall have the right to seek and obtain all appropriate injunctive and other equitable remedies therefor, in addition to any other rights and remedies that may be available at law, it being acknowledged and agreed that any such breach would cause irreparable injury to the parties and that money damages may not provide an adequate remedy therefor.