Common use of SPECIAL EMPLOYEE COVENANTS Clause in Contracts

SPECIAL EMPLOYEE COVENANTS. Because the Employee will have access to and possesses Confidential Information, as defined in the IP Agreement, including detailed customer lists and information relating to the operations and business requirements of those customers, the Employee is willing to enter into the covenants described in this paragraph 6(b) in order to provide the Company with what the Employee considers to be reasonable protection of the Company's interests. For the period from the Effective Date to and, if this Agreement is terminated by the Employee without Good Reason, until the first anniversary of the date of Employee's termination from employment, the Employee shall not, directly or indirectly: (1) enter into or engage in the manufacture, sale or distribution of, or assist in any way any business competitive with the business of the Company in the manufacture, sale or distribution of, Competitive Products (as defined below) either on the Employee's own account, or as a partner or joint venturer, or as an employee, agent, consultant or salesman for any individual or other entity, or as an officer, director, or stockholder of a corporation, or as a lender, or otherwise, within the United States of America or within any foreign country in which the Company actually competes or in which the Company has during the Term adopted plans to compete, of which Employee had actual knowledge; PROVIDED THAT, the ownership, in the aggregate, of less than 1% of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded in the over-the-counter market shall not, by itself, constitute a violation of this paragraph 6(b)(1). For purposes of this paragraph 6(b)(1), the term "Competitive Products" shall mean any and all products that are the same as, or which are competitive with, products that were under development, manufactured or sold by the Company during the two-year period immediately preceding the termination of the Employee's employment.

SPECIAL EMPLOYEE COVENANTS. Because the Employee will have access to and possesses Confidential Information, as defined in the IP Agreement, including detailed customer lists and information relating to the operations and business requirements of those customers, the Employee is willing to enter into the covenants described in this paragraph 6(b) in order to provide the Company with what the Employee considers to be reasonable protection of the Company's interests. For the period from the Effective Date to and, if this Agreement is terminated by the Employee without Good Reason, until the first anniversary of the date of Employee's termination from employment, the Employee shall not, directly or indirectly: (1) enter into or engage in the manufacture, sale or distribution of, or assist in any way any business competitive with the business of the Company in the manufacture, sale or distribution of, Competitive Products (as defined below) either on the Employee's own account, or as a partner or joint venturer, or as an employee, agent, consultant or salesman for any individual or other entity, or as an officer, director, or stockholder of a corporation, or as a lender, or otherwise, within the United States of America or within any foreign country in which the Company actually competes or in which the Company has during the Term adopted plans to compete, of which Employee had actual knowledge; PROVIDED THAT, the ownership, in the aggregate, of less than 1% of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded in the over-the-counter market shall not, by itself, constitute a violation of this paragraph 6(b)(1) and PROVIDED FURTHER THAT, the ownership in the aggregate, of less than 5% of the outstanding shares of capital stock of a private company shall not, by itself, constitute a violation of this paragraph 6(b)(1). For purposes of this paragraph 6(b)(1), the term "Competitive Products" shall mean any and all products that are the same as, or which are competitive with, products that were under development, manufactured or sold by the Company during the two-year period immediately preceding the termination of the Employee's employment.