Common use of Restriction of Competition; Interference; and Non-Solicitation Clause in Contracts

Restriction of Competition; Interference; and Non-Solicitation. (a) As a significant inducement to the Company to enter into and perform its obligations under this Agreement, during the Term and until the first anniversary of the termination or expiration of the Term or any extension hereof, Employee will not, for any reason, either directly or indirectly, alone or in association with others: (i) solicit, or permit any person or entity directly or indirectly to solicit, any individual who at the time of the solicitation is, or who within the one (1) year period prior to such solicitation was, an employee of the Company to leave the employ of the Company or terminate his or her employment relationship with the Company, or hire or attempt to hire or induce, any employee or employees of the Company to terminate their employment with, or otherwise cease their relationship with, the Company; (ii) solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers, vendors or accounts, or prospective clients, customers, vendors or accounts of the Company; (iii) engage, or assist others in organizing or engaging, any place in the United States in any business which offers, promotes, develops, or engages in services that are competitive with the Business, or products or services which are marketed or under active development by the Company during the Term (a "Competing Business"), whether such engagement shall be as a director, officer, employee, consultant, advisor, agent, lender, guarantor, surety, investor, promoter, stockholder, shareholder, partner, member or other owner, affiliate or other participant in any Competing Business, or allow Employee's name to be used in connection with a Competing Business, provided that Employee shall not be deemed to engage in a Competing Business solely by reason of passive ownership of less than 5% of the outstanding stock of any publicly traded entity; (iv) assist others in organizing or engaging in any Competing Business in any capacity or manner described in clause (iii) above; (v) induce any client, customer, vendor, agent or other person or entity with whom or which the Company has a business relationship, contractual or otherwise, to terminate or alter such business relationship; or (vi) take any action reasonably likely to cause injury to the relationship between the Company or any of its respective employees and any client, lessor, lessee, vendor, supplier, customer, distributor, employee, consultant or other business associate of the Company or any of its affiliates as such relationship relates to the Company's conduct of business. (b) In addition, neither during the Term nor at any time thereafter shall Employee disparage the Company, any director, officer, employee or shareholder of the Company, or any affiliate of any such director, officer, employee or shareholder of the Company by making (or causing others to make) any oral or written statements or representations that could reasonably be construed to be a false and misleading statement of fact or a libelous, slanderous or disparaging statement of or concerning any of the aforementioned persons.

Restriction of Competition; Interference; and Non-Solicitation. (a) As a significant inducement to the Company to enter into and perform its obligations under this Agreement, during the Term and until the first anniversary of the termination or expiration of the Term or any extension hereof, for any reason, Employee will not, for any reason, either directly or indirectly, alone or in association with others: (i) i. solicit, or permit any person or entity directly or indirectly to solicit, any individual who at the time of the solicitation is, or who within the one (1) year period prior to such solicitation was, an employee of the Company to leave the employ of the Company or terminate his or her employment relationship with the Company, or hire or attempt to hire or induce, any employee or employees of the Company to terminate their employment with, or otherwise cease their relationship with, the Company; (ii) . solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers, vendors or accounts, or prospective clients, customers, vendors or accounts of the Company; (iii) engage, . engage or assist others in organizing or engaging, engaging any place in the United States world in any business which offers, promotes, develops, manufactures, promotes or engages in services distributes (i) products that are competitive with the BusinessCompany, or (ii) products or services which are marketed or under active development by the Company during (iii) products with trade dress of or confusingly similar to products of the Term Company or (iv) products intended for end user markets of the Company (or essentially equivalent products) (a "“Competing Business"”), whether such engagement shall be as a director, officer, employee, consultant, advisor, agent, lender, guarantor, surety, investor, promoter, stockholder, shareholder, partner, member or other owner, affiliate or other participant in in, or otherwise exercising control over, any Competing Business, or allow Employee's ’s name to be used in connection with a Competing Business, ; provided that Employee shall not be deemed to engage in a Competing Business solely by reason of passive ownership of less than 5% of the outstanding stock of any publicly traded entity; (iv) . assist others in organizing or engaging in any Competing Business in any capacity or manner described in clause (iii) above; (v) v. induce any client, customer, vendor, agent or other person or entity with whom or which the Company has a business relationship, contractual or otherwise, to terminate or alter such business relationship; or (vi) . take any action reasonably likely to cause injury to the relationship between the Company or any of its respective employees and any client, lessor, lessee, vendor, supplier, customer, distributor, employee, consultant or other business associate of the Company or any of its affiliates as such relationship relates to the Company's ’s conduct of business. (b) The Company retains the option of extending the provisions of 9a beyond the expiration of 6(c)(ii) above, with a continuation of Salary payments at a 50% rate, plus benefits, with an option to extend the same terms for a second year. Such extensions require 90 day notification of the employee before the effective date of extension. c) In addition, neither during the Term nor at any time thereafter shall Employee disparage the Company, any director, officer, employee or shareholder of the Company, or any affiliate of any such director, officer, employee or shareholder of the Company by making (or causing others to make) any oral or written statements or representations that could reasonably be construed to be a false and misleading statement of fact or a libelous, slanderous or disparaging statement of or concerning any of the aforementioned persons.

Restriction of Competition; Interference; and Non-Solicitation. (a) As a significant inducement to the Company to enter into and perform its obligations under this Agreement, during the Term and until the first anniversary of the termination or expiration of the Term or any extension hereof, for any reason, Employee will not, for any reason, either directly or indirectly, alone or in association with others: (i) i. solicit, or permit any person or entity directly or indirectly to solicit, any individual who at the time of the solicitation is, or who within the one (1) year period prior to such solicitation was, an employee of the Company to leave the employ of the Company or terminate his or her employment relationship with the Company, or hire or attempt to hire or induce, any employee or employees of the Company to terminate their employment with, or otherwise cease their relationship with, the Company; (ii) . solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers, vendors or accounts, or prospective clients, customers, vendors or accounts of the Company; (iii) engage, . engage or assist others in organizing or engaging, engaging any place in the United States world in any business which offers, promotes, develops, manufactures, promotes or engages in services distributes products that are competitive with the Business, or products or services which are marketed or under active development by the Company during the Term (a "“Competing Business"”), whether such engagement shall be as a director, officer, employee, consultant, advisor, agent, lender, guarantor, surety, investor, promoter, stockholder, shareholder, partner, member or other owner, affiliate or other participant in any Competing Business, or allow Employee's ’s name to be used in connection with a Competing Business, provided that Employee shall not be deemed to engage in a Competing Business solely by reason of passive ownership of less than 5% of the outstanding stock of any publicly traded entity; (iv) . assist others in organizing or engaging in any Competing Business in any capacity or manner described in clause (iii) above; (v) v. induce any client, customer, vendor, agent or other person or entity with whom or which the Company has a business relationship, contractual or otherwise, to terminate or alter such business relationship; or (vi) . take any action reasonably likely to cause injury to the relationship between the Company or any of its respective employees and any client, lessor, lessee, vendor, supplier, customer, distributor, employee, consultant or other business associate of the Company or any of its affiliates as such relationship relates to the Company's ’s conduct of business. (b) In addition, neither during the Term nor at any time thereafter shall Employee disparage the Company, any director, officer, employee or shareholder of the Company, or any affiliate of any such director, officer, employee or shareholder of the Company by making (or causing others to make) any oral or written statements or representations that could reasonably be construed to be a false and misleading statement of fact or a libelous, slanderous or disparaging statement of or concerning any of the aforementioned persons.

Restriction of Competition; Interference; and Non-Solicitation. (a) As a significant inducement to the Company to enter into and perform its obligations under this Agreement, during the Term and until the first anniversary of the termination or expiration of the Term or any extension hereof, Employee will not, for any reason, either directly or indirectly, alone or in association with others: (i) solicit, or permit any person or entity directly or indirectly to solicit, any individual who at the time of the solicitation is, or who within the one (1) year period prior to such solicitation was, an employee of the Company to leave the employ of the Company or terminate his or her employment relationship with the Company, or hire or attempt to hire or induce, any employee or employees of the Company to terminate their employment with, or otherwise cease their relationship with, the Company; (ii) solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers, vendors or accounts, or prospective clients, customers, vendors or accounts of the Company; (iii) engage, or assist others in organizing or engaging, any place in the United States in any business which offers, promotes, develops, or engages in services that are competitive with the Business, or products or services which are marketed or under active development by the Company during the Term (a "Competing Business"), whether such engagement shall be as a director, officer, employee, consultant, advisor, agent, lender, guarantor, surety, investor, promoter, stockholder, shareholder, partner, member or other owner, affiliate or other participant in any Competing Business, or allow Employee's name to be used in connection with a Competing Business, provided that Employee shall not be deemed to engage in a Competing Business solely by reason of passive ownership of less than 5% of the outstanding stock of any publicly traded entity; (iv) assist others in organizing or engaging in any Competing Business in any capacity or manner described in clause (iii) above; (v) induce any client, customer, vendor, agent or other person or entity with whom or which the Company has a business relationship, contractual or otherwise, to terminate or alter such business relationship; or (vi) take any action reasonably likely to cause injury to the relationship between the Company or any of its respective employees and any client, lessor, lessee, vendor, supplier, customer, distributor, employee, consultant or other business associate of the Company or any of its affiliates as such relationship relates to the Company's conduct of business. (b) In addition, neither during the Term nor at any time thereafter shall Employee disparage the Company, any director, officer, employee or shareholder of the Company, or any affiliate of any such director, officer, employee or shareholder of the Company by making (or causing others -others to make) any oral or written statements or representations that could reasonably be construed to be a false and misleading statement of fact or a libelous, slanderous or disparaging statement of or concerning any of the aforementioned persons.

Restriction of Competition; Interference; and Non-Solicitation. (a) As a significant inducement to the Company to enter into and perform its obligations under this Agreement, during the Term and until the first anniversary of the termination or expiration of the Term or any extension hereof, for any reason, Employee will not, for any reason, either directly or indirectly, alone or in association with others: (i) i. solicit, or permit any person or entity directly or indirectly to solicit, any individual who at the time of the solicitation is, or who within the one (1) year period prior to such solicitation was, an employee of the Company to leave the employ of the Company or terminate his or her employment relationship with the Company, or hire or attempt to hire or induce, any employee or employees of the Company to terminate their employment with, or otherwise cease their relationship with, the Company; (ii) . solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers, vendors or accounts, or prospective clients, customers, vendors or accounts of the Company; (iii) engage, . engage or assist others in organizing or engaging, engaging any place in the United States world in any business which offers, promotes, develops, manufactures, promotes or engages in services distributes (i) products that are competitive with the BusinessCompany, or (ii) products or services which are marketed or under active development by the Company during (iii) products with trade dress of or confusingly similar to products of the Term Company or (iv) products intended for end user markets of the Company (or essentially equivalent products) (a "“Competing Business"”), whether such engagement shall be as a director, officer, employee, consultant, advisor, agent, lender, guarantor, surety, investor, promoter, stockholder, shareholder, partner, member or other owner, affiliate or other participant in in, or otherwise exercising control over, any Competing Business, or allow Employee's ’s name to be used in connection with a Competing Business, ; provided that Employee shall not be deemed to engage in a Competing Business solely by reason of passive ownership of less than 5% of the outstanding stock of any publicly traded entity; (iv) . assist others in organizing or engaging in any Competing Business in any capacity or manner described in clause (iii) above; (v) v. induce any client, customer, vendor, agent or other person or entity with whom or which the Company has a business relationship, contractual or otherwise, to terminate or alter such business relationship; or (vi) . take any action reasonably likely to cause injury to the relationship between the Company or any of its respective employees and any client, lessor, lessee, vendor, supplier, customer, distributor, employee, consultant or other business associate of the Company or any of its affiliates as such relationship relates to the Company's ’s conduct of business. (b) In addition, neither during the Term nor at any time thereafter shall Employee disparage the Company, any director, officer, employee or shareholder of the Company, or any affiliate of any such director, officer, employee or shareholder of the Company by making (or causing others to make) any oral or written statements or representations that could reasonably be construed to be a false and misleading statement of fact or a libelous, slanderous or disparaging statement of or concerning any of the aforementioned persons.

Restriction of Competition; Interference; and Non-Solicitation. (a) As a significant an inducement to the Company to enter into and perform its obligations under this Agreement, the Consultant covenants and agrees that, during the Term term hereof and until the first anniversary for a period of one (1) year after the termination or expiration of the Term or any extension hereof, Employee will not, this Agreement for any reason, either neither the Consultant nor its affiliates will, directly or indirectly, alone for their account or on behalf of any other Person (as defined in association with othersSection 9(b) below) or as an employer, employee, consultant, manager, agent broker, contractor, stockholder, director or officer of a corporation, investor, owner, lender, partner, joint venturer, licensor, licensee, sales representative, distributor, or otherwise: (i) Solicit or engage in any business that engages in the business of the Company (each, a "Competitive Business"). (ii) Directly or indirectly for their own account or the benefit of others solicit, hire or permit retain any person or entity directly or indirectly to solicit, any individual who at the time of the solicitation is, or who within the one (1) year period prior to such solicitation was, an employee of the Company or its affiliates or persuade or entice The Xxxxxx Biomechanics Group, Inc. February 13, 2001 Page 4 any employee of the Company or its affiliates to leave the employ of the Company or terminate his its affiliates. (iii) Molest or her employment interfere with the goodwill and relationship with any of the Company, customers or hire or attempt to hire or induce, any employee or employees suppliers of the Company to terminate their employment with, or otherwise cease their relationship with, the Company;its affiliates. (iiiv) solicitPersuade, divert accept, induce or take away, or attempt to divert or to take away, the business or patronage of solicit any of the clients, customers, vendors or accounts, or prospective clients, customers, vendors suppliers or accounts of the Company;Company or its affiliates, now existing or hereafter obtained, to engage anyone, other than the Company or its affiliates, to design, manufacture or market foot and gait-related biomechanical products for such customers, suppliers or accounts. (iiiv) engageInvest in, lend money or give financial support to any Competitive Business other than any investments or other interests that comprise less than a 5% ownership of a public company, or assist others in organizing any investments or engaging, any place in the United States in any business other interests which offers, promotes, developsare passive investments, or engages in services that are competitive with which the Business, or products or services which are marketed or under active development investment decision is made by the Company during the Term a third party. (a "Competing Business"), whether such engagement shall be as a director, officer, employee, consultant, advisor, agent, lender, guarantor, surety, investor, promoter, stockholder, shareholder, partner, member or other owner, affiliate or other participant in any Competing Business, or allow Employee's name to be used in connection with a Competing Business, provided that Employee b) The provisions of Section 9(a) shall not be deemed to engage in a Competing Business preclude the Consultant from directly acquiring or holding, solely by reason for investment, securities of passive ownership of less than 5% any corporation or entity some of the outstanding stock activities of which constitute a Competitive Business so long as such securities do not, in the aggregate, constitute more than five percent (5%) of any publicly traded class or series of outstanding securities of such corporation or entity; (iv. For the purpose of this Agreement, "Person" shall mean any individual, entity or group within meaning of Section 13(d)(3) assist others in organizing or engaging in any Competing Business in any capacity or manner described in clause (iii14(d)(2) above; (v) induce any client, customer, vendor, agent or other person or entity with whom or which the Company has a business relationship, contractual or otherwise, to terminate or alter such business relationship; or (vi) take any action reasonably likely to cause injury to the relationship between the Company or any of its respective employees and any client, lessor, lessee, vendor, supplier, customer, distributor, employee, consultant or other business associate of the Company or any Securities Exchange Act of its affiliates 1934, as such relationship relates to the Company's conduct of businessamended. (b) In addition, neither during the Term nor at any time thereafter shall Employee disparage the Company, any director, officer, employee or shareholder of the Company, or any affiliate of any such director, officer, employee or shareholder of the Company by making (or causing others to make) any oral or written statements or representations that could reasonably be construed to be a false and misleading statement of fact or a libelous, slanderous or disparaging statement of or concerning any of the aforementioned persons.

Restriction of Competition; Interference; and Non-Solicitation. (a) As a significant inducement to the Company to enter into and perform its obligations under this Agreement, during the Term and until the later to occur or (i) the first anniversary of the termination or expiration of the Term or any extension hereof; or (ii) the last day of Executive’s employment with the Company, Employee Executive will not, for any reason, either directly or indirectly, alone or in association with others: (i) solicit, or permit any person or entity directly or indirectly to solicit, any individual who at the time of the solicitation is, or who within the one (1) year period prior to such solicitation was, an employee or contractor of the Company to leave the employ of the Company or terminate his or her employment relationship with the Company, or hire or attempt to hire or induce, any employee or employees contractors of the Company to terminate their employment with, or otherwise cease their relationship with, the Company; (ii) solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers, vendors or accounts, or prospective clients, customers, vendors or accounts of the CompanyCompany or its affiliates; (iii) engage, or assist others in organizing or engaging, any place in the United States in any business which offers, promotes, develops, or engages in services that are competitive with the Business, or products or services which are marketed or under active development by the Company or its affiliates during the Term (a "Competing Business"), whether such engagement shall be as a director, officer, employee, consultant, advisor, agent, lender, guarantor, surety, investor, promoter, stockholder, shareholder, partner, member or other owner, affiliate or other participant in any Competing Business, or allow EmployeeExecutive's name to be used in connection with a Competing Business, provided that Employee Executive shall not be deemed to engage in a Competing Business solely by reason of passive ownership of less than 5% of the outstanding stock of any publicly traded entity; (iv) assist others in organizing or engaging in any Competing Business in any capacity or manner described in clause (iii) above; (v) induce any client, customer, vendor, agent or other person or entity with whom or which the Company or its affiliates has a business relationship, contractual or otherwise, to terminate or alter such business relationship; or (vi) take any action reasonably likely to cause injury to the relationship between the Company Company, its affiliates or any of its their respective employees and any client, lessor, lessee, vendor, supplier, customer, distributor, employee, consultant or other business associate of the Company or any of its affiliates as such relationship relates to the Company's (or affiliates) conduct of business. (b) In addition, neither during the Term nor at any time thereafter shall Employee Executive disparage the CompanyCompany or its affiliates, any director, officer, employee or shareholder of the Company, or any affiliate of any such director, officer, employee or shareholder of the Company or its affiliates by making (or causing others -others to make) any oral or written statements or representations that could reasonably be construed to be a false and misleading statement of fact or a libelous, slanderous or disparaging statement of or concerning any of the aforementioned persons.

Restriction of Competition; Interference; and Non-Solicitation. (a) As a significant an inducement to the Company to enter into and perform its obligations under this Agreement, the Consultant covenants and agrees that, during the Term term hereof and until the first anniversary for a period of one (1) year after the termination or expiration of the Term or any extension hereof, Employee will not, this Agreement for any reason, either neither the Consultant nor its affiliates will, directly or indirectly, alone for their account or on behalf of any other Person (as defined in association with othersSection 9(b) below) or as an employer, employee, consultant, manager, agent broker, contractor, stockholder, director or officer of a corporation, investor, owner, lender, partner, joint venturer, licensor, licensee, sales representative, distributor, or otherwise: (i) Solicit or engage in any business that engages in the business of the Company (each, a "Competitive Business"). (ii) Directly or indirectly for their own account or the benefit of others solicit, hire or permit retain any person or entity directly or indirectly to solicit, any individual who at the time of the solicitation is, or who within the one (1) year period prior to such solicitation was, an employee of the Company or its affiliates or persuade or entice any The Xxxxxx Biomechanics Group, Inc. ____________ __, 2000 Page 4 employee of the Company or its affiliates to leave the employ of the Company or terminate his its affiliates. (iii) Molest or her employment interfere with the goodwill and relationship with any of the Company, customers or hire or attempt to hire or induce, any employee or employees suppliers of the Company to terminate their employment with, or otherwise cease their relationship with, the Company;its affiliates. (iiiv) solicitPersuade, divert accept, induce or take away, or attempt to divert or to take away, the business or patronage of solicit any of the clients, customers, vendors or accounts, or prospective clients, customers, vendors suppliers or accounts of the Company;Company or its affiliates, now existing or hereafter obtained, to engage anyone, other than the Company or its affiliates, to design, manufacture or market foot and gait- related biomechanical products for such customers, suppliers or accounts. (iiiv) engageInvest in, lend money or give financial support to any Competitive Business other than any investments or other interests that comprise less than a 5% ownership of a public company, or assist others in organizing any investments or engaging, any place in the United States in any business other interests which offers, promotes, developsare passive investments, or engages in services that are competitive with which the Business, or products or services which are marketed or under active development investment decision is made by the Company during the Term a third party. (a "Competing Business"), whether such engagement shall be as a director, officer, employee, consultant, advisor, agent, lender, guarantor, surety, investor, promoter, stockholder, shareholder, partner, member or other owner, affiliate or other participant in any Competing Business, or allow Employee's name to be used in connection with a Competing Business, provided that Employee b) The provisions of Section 9(a) shall not be deemed to engage in a Competing Business preclude the Consultant from directly acquiring or holding, solely by reason for investment, securities of passive ownership of less than 5% any corporation or entity some of the outstanding stock activities of which constitute a Competitive Business so long as such securities do not, in the aggregate, constitute more than five percent (5%) of any publicly traded class or series of outstanding securities of such corporation or entity; (iv. For the purpose of this Agreement, "Person" shall mean any individual, entity or group within meaning of Section 13(d)(3) assist others in organizing or engaging in any Competing Business in any capacity or manner described in clause (iii14(d)(2) above; (v) induce any client, customer, vendor, agent or other person or entity with whom or which the Company has a business relationship, contractual or otherwise, to terminate or alter such business relationship; or (vi) take any action reasonably likely to cause injury to the relationship between the Company or any of its respective employees and any client, lessor, lessee, vendor, supplier, customer, distributor, employee, consultant or other business associate of the Company or any Securities Exchange Act of its affiliates 1934, as such relationship relates to the Company's conduct of businessamended. (b) In addition, neither during the Term nor at any time thereafter shall Employee disparage the Company, any director, officer, employee or shareholder of the Company, or any affiliate of any such director, officer, employee or shareholder of the Company by making (or causing others to make) any oral or written statements or representations that could reasonably be construed to be a false and misleading statement of fact or a libelous, slanderous or disparaging statement of or concerning any of the aforementioned persons.