Common use of UNFAIR AND NON-COMPETITION Clause in Contracts

UNFAIR AND NON-COMPETITION. The Executive acknowledges that he will have access at the highest level to, and the opportunity to acquire knowledge of, the Company’s business plans, trade secrets and other confidential and proprietary information from which the Company may derive economic or competitive advantage, and that he is entering into the covenants and representations in this Article V in order to preserve the goodwill and going concern value of the Company, and to induce the Company to enter into this Agreement. The Executive agrees not to compete with the Company or to engage in any unfair competition with the Company during the Employment Term. For purposes of this Agreement, the phrase “compete with the Company,” or the substantial equivalent thereof, means that Executive, either alone or as a partner, member, director, employee, shareholder or agent of any other business, or in any other individual or representative capacity, directly or indirectly owns, manages, operates, controls, or participates in the ownership, management, operation or control of, or works for or provides consulting services to, or permits the use of his name by, or lends money to, any business or activity which is or which becomes, at the time of the acts or conduct in question, directly or indirectly competitive with the development, financing and/or marketing of the products, proposed products or services of the Company. During the Employment Term, Executive shall not directly or indirectly acquire any stock or interest in any corporation, partnership, or other business entity that competes, directly or indirectly, with the business of the Company without obtaining the prior written consent of the Company. Notwithstanding the foregoing, this Section 5.1 shall not apply to the ownership or acquisition of stock or an interest representing less than a 5% beneficial interest in a corporation that is obligated to file reports with the Securities and Exchange Commission pursuant to the Exchange Act. In addition, Executive agrees to treat the Company respectfully and professionally and not disparage the Company (or the Company’s party’s officers or directors) in any manner likely to be harmful to the Company or its business, business reputation or personal reputation. Furthermore, the Executive agrees not to interfere with any of the Company’s contractual obligations.

UNFAIR AND NON-COMPETITION. The Executive acknowledges that he will have access at the highest level to, and the opportunity to acquire knowledge of, the Company’s customer lists, customer needs, business plans, trade secrets and other confidential and proprietary information from which the Company may derive economic or competitive advantage, and that he is entering into the covenants and representations in this Article V in order to preserve the goodwill and going concern value of the Company, and to induce the Company to enter into this Agreement. The Executive agrees not to compete with the Company or to engage in any unfair competition with the Company during the Employment Term and for a period of one year after termination of the Employment Term. For purposes of this Agreement, the phrase “compete with the Company,” or the substantial equivalent thereof, means that Executive, either alone or as a partner, member, director, employee, shareholder or agent of any other business, or in any other individual or representative capacity, directly or indirectly owns, manages, operates, controls, or participates in the ownership, management, operation or control of, or works for or provides consulting services to, or permits the use of his name by, or lends money to, any business or activity which is or which becomes, at the time of the acts or conduct in question, directly or indirectly competitive with the development, financing and/or marketing of the products, proposed products or services of the Company. During the Employment Term, Executive shall not directly or indirectly acquire any stock or interest in any corporation, partnership, or other business entity that competes, directly or indirectly, with the business of the Company without obtaining the prior written consent of the Company. Notwithstanding the foregoing, this Section 5.1 shall not apply apply: (i) to the ownership or acquisition of stock or an interest representing less than a 5% beneficial interest in a corporation that is obligated to file reports with the Securities and Exchange Commission pursuant to the Exchange Act. In addition, Executive agrees to treat ; or (ii) if the Company respectfully and professionally and not disparage the Company (or the Companyterminates Executive’s party’s officers or directors) in any manner likely to be harmful to the Company or its business, business reputation or personal reputation. Furthermore, the Executive agrees not to interfere with any of the Company’s contractual obligationsemployment without cause.

UNFAIR AND NON-COMPETITION. The Executive acknowledges that he will have access at the highest level to, and the opportunity to acquire knowledge of, the Company’s business plans, trade secrets and other confidential and proprietary information from which the Company may derive economic or competitive advantage, and that he is entering into the covenants and representations in this Article V in order to preserve the goodwill and going concern value of the Company, and to induce the Company to enter into this Agreement. The Executive agrees not to compete with the Company or to engage in any unfair competition with the Company during the Employment Term. For purposes of this Agreement, the phrase “compete with the Company,” or the substantial equivalent thereof, means that Executive, either alone or as a partner, member, director, employee, shareholder or agent of any other business, or in any other individual or representative capacity, directly or indirectly owns, manages, operates, controls, or participates in the ownership, management, operation or control of, or works for or provides consulting services to, or permits the use of his name by, or lends money to, any business or activity which is or which becomes, at the time of the acts or conduct in question, directly or indirectly competitive with the development, financing and/or marketing of the products, proposed products or services of the Company. During the Employment Term, Executive shall not directly or indirectly acquire any stock or interest in any corporation, partnership, or other business entity that competes, directly or indirectly, with the business of the Company without obtaining the prior written consent of the Company. Notwithstanding the foregoing, this Section 5.1 shall not apply to the ownership or acquisition of stock or an interest representing less than a 5% beneficial interest in a corporation that is obligated to file reports with the Securities and Exchange Commission pursuant to the Exchange Act. In addition, Executive agrees to treat the Company respectfully and professionally and not disparage the Company (or the Company’s party’s officers or directors) in any manner likely to be harmful to the Company or its business, business reputation or personal reputation. Furthermore, the Executive agrees not to interfere with any of the Company’s contractual obligations.

UNFAIR AND NON-COMPETITION. The Executive acknowledges that he will have access at the highest level to, and the opportunity to acquire knowledge of, the Company’s business plans, trade secrets and other confidential and proprietary information from which the Company may derive economic or competitive advantage, and that he is entering into the covenants and representations in this Article V in order to preserve the goodwill and going concern value of the Company, and to induce the Company to enter into this Agreement. The Executive agrees not to compete with the Company or to engage in any unfair competition with the Company during the Employment Term. For purposes of this Agreement, the phrase “compete with the Company,” or the substantial equivalent thereof, means that Executive, either alone or as a partner, member, director, employee, shareholder or agent of any other business, or in any other individual or representative capacity, directly or indirectly owns, manages, operates, controls, or participates in the ownership, management, operation or control of, or works for or provides consulting services to, or permits the use of his her name by, or lends money to, any business or activity which is or which becomes, at the time of the acts or conduct in question, directly or indirectly competitive with the development, financing and/or marketing of the products, proposed products or services of the CompanyCompany except where approved by the Board. During the Employment Term, Executive shall not directly or indirectly acquire any stock or interest in any corporation, partnership, or other business entity that competes, directly or indirectly, with the business of the Company without obtaining the prior written consent of the Company. Notwithstanding the foregoing, this Section 5.1 shall not apply to the ownership or acquisition of stock or an interest representing less than a 5% beneficial interest in a corporation that is obligated to file reports with the Securities and Exchange Commission pursuant to the Exchange ActAct and to those companies listed in Exhibit B to this Agreement, or to such Companies added to Exhibit B to this Agreement as expressly permitted by the Company. In addition, Executive agrees to treat the Company respectfully and professionally and not disparage the Company (or the Company’s party’s officers or directors) in any manner likely to be harmful to the Company or its business, business reputation or personal reputation. Furthermore, the Executive agrees not to interfere with any of the Company’s contractual obligations.

UNFAIR AND NON-COMPETITION. The Executive acknowledges that he will have access at the highest level to, and the opportunity to acquire knowledge of, the Company’s customer lists, customer needs, business plans, trade secrets and other confidential and proprietary information from which the Company may derive economic or competitive advantage, and that he is entering into the covenants and representations in this Article V in order to preserve the goodwill and going concern value of the Company, and to induce the Company to enter into this Agreement. The In consideration of that, as well as in consideration of the compensation and other terms and conditions of this Agreement, and in recognition of the fact that the Company would not be offering employment without the following, the Executive agrees not to compete with the Company or to engage in any unfair competition with the Company during the Employment Term. For purposes of this Agreement, the phrase “compete with the Company,” or the substantial equivalent thereof, means that Executive, either alone or as a partner, member, director, employee, shareholder or agent of any other business, or in any other individual or representative capacity, directly or indirectly owns, manages, operates, controls, or participates in the ownership, management, operation or control of, or works for or provides consulting services to, or permits the use of his name by, or lends money to, any business or activity which is or which becomes, at the time of the acts or conduct in question, directly or indirectly competitive with the development, financing and/or marketing of the products, proposed products or services of the Company, provided, however, that “compete with the Company” shall not include the Executive’s use of the international dealers network he developed prior to becoming employed with the Company, and documentation about such network shall be submitted in advance to the Company for its review and shall be mutually approved contemporaneously with the signing of this Agreement. During the Employment Term, Executive shall not directly or indirectly acquire any stock or interest in any corporation, partnership, or other business entity that competes, directly or indirectly, with the business of the Company without obtaining the prior written consent of the Company. Notwithstanding the foregoing, this Section 5.1 shall not apply to the ownership or acquisition of stock or an interest representing less than a 5% beneficial interest in a corporation that is obligated to file reports with the Securities and Exchange Commission pursuant to the Exchange Act. After the Employment has expired, the Executive shall be permitted to work in the dental industry solely based upon his representation to the Company that he will not disclose to anyone, nor permit to be disclosed to anyone, any of the Company’s Confidential Information, including but not limited to, the Company’s related product lines and patents. In addition, Executive agrees and Company each agree to treat the Company other respectfully and professionally and not disparage the Company each other (or the Company’s party’s officers or directors) in any manner likely to be harmful to the Company or its business, business reputation or personal reputation. Furthermore, the Executive agrees not to interfere with any of the Company’s contractual obligations).

UNFAIR AND NON-COMPETITION. The Executive acknowledges that he will have access at the highest level to, and the opportunity to acquire knowledge of, the Company’s 's customer lists, customer needs, business plans, trade secrets and other confidential and proprietary information from which the Company may derive economic or competitive advantage, and that he is entering into the covenants and representations in this Article V in order to preserve the goodwill and going concern value of the Company, and to induce the Company to enter into this Agreement. The Executive agrees not to compete with the Company or to engage in any unfair competition with the Company during the Employment Term. For purposes of this Agreement, the phrase “"compete with the Company,” " or the substantial equivalent thereof, means that Executive, either alone or as a partner, member, director, employee, shareholder or agent of any other business, or in any other individual or representative capacity, directly or indirectly owns, manages, operates, controls, or participates in the ownership, management, operation or control of, or works for or provides consulting services to, or permits the use of his name by, or lends money to, any business or activity which is or which becomes, at the time of the acts or conduct in question, directly or indirectly competitive with the development, financing and/or marketing of the products, proposed products or services of the Company. During the Employment Term, Executive shall not directly or indirectly acquire any stock or interest in any corporation, partnership, or other business entity that competes, directly or indirectly, with the business of the Company without obtaining the prior written consent of the Company. Notwithstanding the foregoing, this Section 5.1 shall not apply to the ownership or acquisition of stock or an interest representing less than a 5% beneficial interest in a corporation that is obligated to file reports with the Securities and Exchange Commission pursuant to the Exchange Act. In addition, Executive agrees and the Company each agree to treat the Company each other respectfully and professionally and Executive and Company agrees not disparage the Company each other (or the Company’s 's party’s 's officers or directors) in any manner likely to be harmful to the Company each other or its business, business reputation or personal reputation. Furthermore, the Executive and company agrees not to interfere with any of the Company’s 's contractual obligations.