Common use of Restrictive Covenants and Confidentiality Clause in Contracts

Restrictive Covenants and Confidentiality. Injunctive Relief. ----------------- a. As a condition to the performance by the Company of its obligations hereunder so long as Employee remains an employee of the Company, and for a period of two (2) years thereafter, Employee shall not, without the prior written approval of the Board of Directors of the Company, directly or indirectly through any other person, firm or corporation, whether individually or in conjunction with any other person, or as an employee, agent, representative, partner or holder of any interest in any other person, firm, corporation or other association: (i) solicit, entice or induce any person, firm or corporation who or which presently is, within eighteen (18) months prior hereto was, or at any time during the Term shall be, a client or customer of the Company or any of its subsidiaries to become a client or customer of any other person, firm or corporation, and Employee shall not approach any such person, firm or corporation for such purpose or authorize or knowingly approve the taking of such actions by any other person; or (ii) solicit, entice, induce or hire any person who presently is, within eighteen (18) months prior hereto was, or at any time during the term hereof shall be an employee of the Company or any of its subsidiaries to become employed by any other person, firm or corporation, and Employee shall not approach any such employee for such purpose or authorize or knowingly approve the taking of such actions by any other person; or (iii) compete with, or encourage or assist others to compete with, or solicit orders or otherwise participate in business transactions in the electronic transcription services and health information management solutions services businesses anywhere within the United States (each, a "Competing Business"); or (iv) lend any credit or money for the purposes of establishing or operating or assisting any Person to establish or operate a Competing Business, or otherwise give aid or advice to any other person or entity engaging in any Competing Business; or (v) lend or allow his professional skill, knowledge or experience to be so used by any person or entity which is engaged in a Competing Business. Nothing in the foregoing shall prohibit Employee from engaging in any business that is not a Competing Business after termination of Employee's employment with the Company, or investing in the securities of any corporation (including a Competing Business) having securities listed on a national security exchange, provided that such investment does not exceed 5% of any class of securities of any corporation engaged in business in competition with the Company, and provided that such ownership represents a passive investment and that neither Employee nor any group of persons including Employee, in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising Employee's rights as a shareholder, or seeks to do any of the foregoing. b. Employee acknowledges that during the Term, Employee will have access to confidential information of the Company, including plans for future developments, and information about costs, customers, potential customers, profits, markets, sales, products, key personnel, pricing policies, operational methods, technical processes and other business affairs and methods and other information not available to the public or in the public domain (hereinafter referred to as "Confidential Information"). In recognition of the foregoing, Employee covenants and agrees that, except as required by Employee's duties to the Company, Employee will keep secret all Confidential Information and will not, directly or indirectly, either during the Term or at any time thereafter, disclose or disseminate to anyone or make use of, for any purpose whatsoever, any Confidential Information, and upon termination of Employee's employment, Employee will promptly deliver to the Company all tangible materials containing Confidential Information (including all copies thereof, whether prepared by Employee or others) which Employee may possess or have under Employee's control. c. Employee represents (i) that Employee's experience and capabilities are such that the restrictions contained herein will not prevent Employee from obtaining employment or otherwise earning a living at the same general economic benefit as reasonably required by Employee and (ii) that Employee has, prior to the execution of this Agreement, reviewed this Agreement thoroughly with Employee's legal counsel. d. Employee acknowledges that the services to be rendered by Employee are special, unique and extraordinary, that the restrictions contained in this Section 9 are reasonable and necessary to protect the legitimate business interests of the Company and that the Company and Parent would not have entered into the Tender Offer Agreement in the absence of such restrictions. By reason of the foregoing, Employee consents and agrees that if Employee violates any of the provisions of this Section 9, the Company would sustain irreparable harm and, therefore, irrevocably and unconditionally agrees that in addition to any other remedies which the Company may have under this Agreement or otherwise, all of which remedies shall be cumulative, the Company shall be entitled to apply to any court of competent jurisdiction for preliminary and permanent injunctive relief and other equitable relief. In the event that any of the provisions of this Section 9 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. e. Employee agrees that the Company may provide a copy of this Agreement to any business or enterprise (i) which the Employee may directly or indirectly own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing, or control of, or (ii) with which Employee may be connected with as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which Employee may use or permit Employee's name to be used. Employee will provide the names and addresses of any of such persons or entities as the Company may from time to time reasonably request. f. In the event of any breach or violation of the restriction contained in Section 9.a. above, the period therein specified shall xxxxx during the time of any violation thereof and that portion remaining at the time of commencement of any violation shall not begin to run until such violation has been fully and finally cured. g. Employee acknowledges that the Company shall be the sole owner of all the results and proceeds of Employee's services hereunder, including but not limited to, all inventions, developments, enhancements, discoveries and other improvements relating to equipment, methods or processes connected with or useful to the Company's and its subsidiaries' businesses, (collectively, the "Developments"), which Developments Employee, by himself or in conjunction with any other person or entity, may conceive, make, acquire, acquire knowledge of, develop or create in connection with and during the term of or prior, to Employee's employment hereunder, free and clear of any claims by Employee (or any successor or assignee of Employee) of any kind or character whatsoever other than Employee's right to compensation hereunder. Employee hereby assigns and transfers his right, title and interest in and to all such Developments, and agrees that he shall, at the request of the Company, execute such assignments, certificates or other instruments, and do any and all other acts, as the Company from time to time reasonably deems necessary or desirable to evidence, establish, maintain, perfect, protect, enforce or defend the Company's right, title and interest in or to any such Developments. Employee acknowledges that any Development which may be copyrightable shall be deemed to be "work for hire."

Restrictive Covenants and Confidentiality. Injunctive Relief. -----------------(a) Non-competition and Non-solicitation. a. As a condition to the performance by the Company of its obligations hereunder so long as Employee remains an employee of the Company, and for (i) For a period of commencing with the Effective Time and ending two (2) years thereafterafter the Executive is no longer employed by the Company or any affiliate of the Company (the "RESTRICTED PERIOD"), Employee the Executive shall not, without the prior written approval and shall not permit any of the Board of Directors of the Companyhis affiliates to, directly or indirectly indirectly, in any geographical area in which the Company does business, as of the date the Executive's employment by the Company terminates for any reason (the "Territory"), engage in the business of purchasing, selling and distributing, and arranging for or brokering the sale and distribution of fresh fruits and vegetables or such other products or other businesses as the Company and its affiliates are then engaged (the "BUSINESS") or, whether alone or in association with others, as principal, officer, agent, executive, director or stockholder of any corporation, partnership, association or other entity, or through the investment of capital, lending of money or property, rendering of services or otherwise, engage, influence, control, have an interest in or otherwise become actively involved with any business competitive with the Business of the Company and its affiliates. (ii) During the Restricted Period, the Executive shall not, and shall not permit any of his respective affiliates, employees, or agents to, directly or indirectly, on their own behalf or on behalf of any other person, firm or corporation(A) call upon, whether individually or in conjunction with any other personaccept business from, or as an employee, agent, representative, partner solicit the business of (or holder attempt to do any of the foregoing) any interest in any other person, firm, corporation or other association: (i) solicit, entice or induce any person, firm or corporation who or which presently is, within eighteen (18) months prior hereto was, or at any time during the Term shall be, a client or customer of the Company or any of its subsidiaries to become a client affiliates or customer of any other person, firm or corporation, and Employee shall not approach any such person, firm or corporation for such purpose or authorize or knowingly approve the taking of such actions by any other person; or (ii) solicit, entice, induce or hire any person who presently is, within eighteen (18) months prior hereto was, or who had been at any time during the term hereof shall be an employee preceding twelve months, a customer of the Company or any of its subsidiaries affiliates in the Territory, (B) otherwise divert or attempt to become employed by divert any other personbusiness from the Company or any of its affiliates operating in the Territory, firm or corporation(C) interfere with the business relationships between the Company and any of its affiliates operating in the Territory, on the one hand, and Employee shall not approach any of its respective customers, suppliers or others with whom they have business relationships, on the other hand, or (D) recruit or otherwise solicit or induce, or enter into or participate in any plan or arrangement to cause, any person who is an executive of, or otherwise performing services for, the Company or any of its affiliates to terminate his or her employment or other relationship with the Company or such employee for such purpose affiliate, hire any person who has left the employ of the Company or authorize any of its affiliates during the preceding twelve months, or knowingly approve hire any person who is or has been an executive officer of the taking Company or any of such actions by its affiliates at any other person; ortime. (iii) compete with, or encourage or assist others to compete with, or solicit orders or otherwise participate in business transactions in the electronic transcription services and health information management solutions services businesses anywhere within the United States (each, a "Competing Business"); or (iv) lend The Executive shall not at any credit or money for the purposes of establishing or operating or assisting any Person to establish or operate a Competing Business, or otherwise give aid or advice to any other person or entity engaging in any Competing Business; or (v) lend or allow his professional skill, knowledge or experience to be so used by any person or entity which is engaged in a Competing Business. Nothing in the foregoing shall prohibit Employee from engaging in any business that is not a Competing Business after termination of Employee's employment with the Company, or investing in the securities of any corporation (including a Competing Business) having securities listed on a national security exchange, provided that such investment does not exceed 5% of any class of securities of any corporation engaged in business in competition with the Company, and provided that such ownership represents a passive investment and that neither Employee nor any group of persons including Employee, in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising Employee's rights as a shareholder, or seeks to do any of the foregoing. b. Employee acknowledges that during the Term, Employee will have access to confidential information of the Company, including plans for future developments, and information about costs, customers, potential customers, profits, markets, sales, products, key personnel, pricing policies, operational methods, technical processes and other business affairs and methods and other information not available to the public or in the public domain (hereinafter referred to as "Confidential Information"). In recognition of the foregoing, Employee covenants and agrees that, except as required by Employee's duties to the Company, Employee will keep secret all Confidential Information and will nottime, directly or indirectly, either during use or purport to authorize any person to use any name, mark, xxgo, trade dress or other identifying words or images which are the Term same as or at any time thereafter, disclose similar to those used currently or disseminate to anyone or make use of, for any purpose whatsoever, any Confidential Information, and upon termination of Employee's employment, Employee will promptly deliver to in the past by the Company all tangible materials containing Confidential Information (including all copies thereofin connection with any product or service, whether prepared by Employee or others) which Employee may possess or have under Employee's control. c. Employee represents (i) not such use would be in a business competitive with that Employee's experience and capabilities are such that the restrictions contained herein will not prevent Employee from obtaining employment or otherwise earning a living at the same general economic benefit as reasonably required by Employee and (ii) that Employee has, prior to the execution of this Agreement, reviewed this Agreement thoroughly with Employee's legal counsel. d. Employee acknowledges that the services to be rendered by Employee are special, unique and extraordinary, that the restrictions contained in this Section 9 are reasonable and necessary to protect the legitimate business interests of the Company and that the Company and Parent would not have entered into the Tender Offer Agreement in the absence of such restrictions. By reason or any affiliate of the foregoingCompany. (iv) The ownership or control of up to five percent of the outstanding voting securities or securities of any class of a company with a class of securities registered under the Securities Exchange Act of 1934, Employee consents and agrees that if Employee violates any as amended, shall not be deemed to be a violation of the provisions of this Section 9, the Company would sustain irreparable harm and, therefore, irrevocably and unconditionally agrees that in addition to any other remedies which the Company may have under this Agreement or otherwise, all of which remedies shall be cumulative, the Company shall be entitled to apply to any court of competent jurisdiction for preliminary and permanent injunctive relief and other equitable relief. In the event that any of the provisions of this Section 9 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law9(a). e. Employee agrees that the Company may provide a copy of this Agreement to any business or enterprise (i) which the Employee may directly or indirectly own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing, or control of, or (ii) with which Employee may be connected with as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which Employee may use or permit Employee's name to be used. Employee will provide the names and addresses of any of such persons or entities as the Company may from time to time reasonably request. f. In the event of any breach or violation of the restriction contained in Section 9.a. above, the period therein specified shall xxxxx during the time of any violation thereof and that portion remaining at the time of commencement of any violation shall not begin to run until such violation has been fully and finally cured. g. Employee acknowledges that the Company shall be the sole owner of all the results and proceeds of Employee's services hereunder, including but not limited to, all inventions, developments, enhancements, discoveries and other improvements relating to equipment, methods or processes connected with or useful to the Company's and its subsidiaries' businesses, (collectively, the "Developments"), which Developments Employee, by himself or in conjunction with any other person or entity, may conceive, make, acquire, acquire knowledge of, develop or create in connection with and during the term of or prior, to Employee's employment hereunder, free and clear of any claims by Employee (or any successor or assignee of Employee) of any kind or character whatsoever other than Employee's right to compensation hereunder. Employee hereby assigns and transfers his right, title and interest in and to all such Developments, and agrees that he shall, at the request of the Company, execute such assignments, certificates or other instruments, and do any and all other acts, as the Company from time to time reasonably deems necessary or desirable to evidence, establish, maintain, perfect, protect, enforce or defend the Company's right, title and interest in or to any such Developments. Employee acknowledges that any Development which may be copyrightable shall be deemed to be "work for hire."