Common use of Certain Covenants and Agreements Clause in Contracts

Certain Covenants and Agreements. (a) In consideration of Employee’s employment hereunder, Employee agrees that during the Employment Term and for a period of (i) one (1) year after the Employment Term expires or is earlier terminated for any reason other than a termination without cause under paragraph 5(b), or (ii) six (6) months after the Employment Term is earlier terminated under paragraph 5(b), as the case may be, in each case other than in the event of a termination by Employee under paragraph 5(d), Employee will not directly or indirectly (i) solicit, induce or entice for employment, retention or affiliation, recommend to any corporation, entity or other person the solicitation, inducement or enticement for employment, retention or affiliation of, or employ, retain or affiliate with, any employee, consultant, independent contractor or other person employed or retained by, or affiliated with, the Corporation, or any of its subsidiaries or affiliates, (ii) engage in any activity intended to terminate, disrupt or interfere with the Corporation’s or any of its subsidiary’s or affiliate’s relationship with any customer, supplier, lessor or other person or entity, or (iii) engage or participate in, or have any interest in any corporation, person, or other entity, that engages or participates in any business or activity engaged or participated in by the Corporation on date of termination of the Employment Term. For purposes of this paragraph 6(a), Employee will be deemed directly or indirectly to be engaged or participating in the operation of such a business or activity, or to have an interest in a corporation, or other person or entity, if he is a proprietor, partner, joint venturer, shareholder, director, officer, lender, manager, employee, consultant, advisor or agent, or if he, directly or indirectly (including as a member of a group), controls all or any part thereof; provided, that nothing in this paragraph 6(a) shall prohibit Employee from holding less than two percent (2%) of a class of a corporation’s outstanding securities that are listed on a national securities exchange or traded in the over-the-counter market.

Certain Covenants and Agreements. (a) In consideration of Employee’s employment hereunder, Employee agrees that during the Employment Term and for a period of (i) one (1) year after the Employment Term expires or is earlier terminated for any reason other than a termination without cause under paragraph 5(b), or (ii) six (6) months after the Employment Term is earlier terminated under paragraph 5(b), as the case may be, in each case other than in the event of a termination by Employee under paragraph 5(d), Employee will not directly or indirectly (i) solicit, induce or entice for employment, retention or affiliation, recommend to any corporation, entity or other person the solicitation, inducement or enticement for employment, retention or affiliation of, or employ, retain or affiliate with, any employee, consultant, independent contractor or other person employed or retained by, or affiliated with, the Corporation, or any of its subsidiaries or affiliates, (ii) engage in any activity intended to terminate, disrupt or interfere with the Corporation’s or any of its subsidiary’s or affiliate’s relationship with any customer, supplier, lessor or other person or entity, or (iii) engage or participate in, or have any interest in any corporation, person, or other entity, that engages or participates in any business or activity engaged or participated in by the Corporation on date of termination of the Employment Term. For purposes of this paragraph 6(a), Employee will be deemed directly or indirectly to be engaged or participating in the operation of such a business or activity, or to have an interest in a corporation, or other person or entity, if he is a proprietor, partner, joint venturer, shareholder, director, officer, lender, manager, employee, consultant, advisor or agent, or if he, directly or indirectly (including as a member of a group), controls all or any part thereof; provided, that nothing in this paragraph 6(a) shall prohibit Employee from holding less than two five percent (25%) of a class of a corporation’s outstanding securities that are listed on a national securities exchange or traded in the over-the-counter market.

Certain Covenants and Agreements. (a) In consideration of Employee’s 's employment hereunder, Employee agrees that during the Employment Term and for a period of one year (iin the event of the expiration or termination of the Employment Term on or prior to December 31, 2003) one or for a period of six (6) months (in the event of the expiration or termination of the Employment Term on or after January 1, 2004) year after the Employment Term expires or is earlier terminated for any reason other than a termination without cause under paragraph 5(b), or (ii) six (6) months after the Employment Term is earlier terminated under paragraph 5(b)terminated, as the case may be, in each case other than in the event of a termination by Employee under paragraph 5(d), Employee will not directly or indirectly (i) solicit, induce or entice for employment, retention or affiliation, recommend to any corporation, entity or other person the solicitation, inducement or enticement for employment, retention or affiliation of, or employ, retain or affiliate with, any employee, consultant, independent contractor or other person employed or retained by, or affiliated with, the Corporation, or any of its subsidiaries or affiliates, (ii) engage in any activity intended to terminate, disrupt or interfere with the Corporation’s 's or any of its subsidiary’s 's or affiliate’s 's relationship with any customer, supplier, lessor or other person or entity, or (iii) engage or participate in, or have any interest in any corporation, person, or other entity, that engages or participates in any business or activity engaged or participated in by the Corporation on date of termination of the Employment Term. For purposes of this paragraph 6(a), Employee will be deemed directly or indirectly to be engaged or participating in the operation of such a business or activity, or to have an interest in a corporation, or other person or entity, if he is a proprietor, partner, joint venturer, shareholder, director, officer, lender, manager, employee, consultant, advisor or agent, or if he, directly or indirectly (including as a member of a group), controls all or any part thereof; provided, that nothing in this paragraph 6(a) shall prohibit Employee from holding less than two percent (2%) of a class of a corporation’s 's outstanding securities that are listed on a national securities exchange or traded in the over-the-counter market. (b) Employee acknowledges that by his employment he will be in a confidential relationship with the Corporation and will have access to confidential information and trade secrets of the Corporation, its subsidiaries and affiliates (collectively, the "Confidential Information"). Confidential Information includes, but is not limited to, customer and client lists, financial information, price lists, marketing and sales strategies and procedures, computer programs, databases and software, supplier, vendor and service information, personnel information, operating procedures and techniques, business plans and systems, and all other records, files, and information in respect of the Corporation. During the Employment Term and thereafter, Employee shall maintain the strictest confidentiality of all Confidential Information and shall not use or permit the use of, or disclose, discuss, communicate or transmit or permit the disclosure, discussion, communication or transmission of, any Confidential Information. This paragraph 6(b) shall not apply to (i) information that, by means other than Employee's direct or indirect disclosure, becomes generally known to the public, or (ii) information the disclosure of which is compelled by law (including judicial or administrative proceedings and legal process). In that connection, in the event that Employee is requested or required (by oral question, interrogatories, requests for information or documents, subpoenas, civil investigative demand or other legal process) to disclose any Confidential Information, Employee agrees to provide the Corporation with prompt written notice of such request or requirement so that the Corporation may seek an appropriate protective order or relief therefrom or may waive the requirements or this paragraph 6(b). If, failing the entry of a protective order or the receipt of a waiver hereunder, Employee is, in the opinion of counsel, compelled to disclose Confidential Information under pain of liability for contempt or other censure or penalty, Employee may disclose such Confidential Information to the extent so required. (c) In the event of a breach or threatened breach by Employee of any of the provisions of this paragraph 6, the Corporation shall be entitled to an injunction to be issued by any court or tribunal of competent jurisdiction to restrain Employee from committing or continuing any such violation. In any proceeding for an injunction, Employee agrees that his ability to answer in damages shall not be a bar or be interposed as a defense to the granting of a temporary or permanent injunction against him. Employee acknowledges that the Corporation will not have an adequate remedy at law in the event of any breach by him as aforesaid and that the Corporation may suffer irreparable damage and injury in the event of such a breach by him. Nothing contained herein shall be construed as prohibiting the Corporation from pursuing any other remedy or remedies available to the Corporation in respect of such breach or threatened breach. (d) If any term or provision of this paragraph 6 shall be held invalid or unenforceable because of its duration, geographic scope, or for any other reason, the Corporation and Employee agree that the court making such determination shall have the power to modify such provision, whether by limiting the geographic scope, reducing the duration, or otherwise, to the minimum extent necessary to make such term or provision valid and enforceable, and such term or provision shall be enforceable in such modified form. (e) Within three calendar days of the expiration or termination of the Employment Term or this Agreement, Employee shall resign as a director of the Corporation. (f) The provisions of this paragraph 6 shall survive the termination of this Agreement and the Employment Term. 7.

Certain Covenants and Agreements. (a) In consideration of Employee’s 's employment hereunder, Employee agrees that during the Employment Term and for a period of (i) one (1) year after the Employment Term expires or is earlier terminated for any reason other than a termination without cause under paragraph 5(b), or (ii) six (6) months after the Employment Term is earlier terminated under paragraph 5(b)terminated, as the case may be, in each case other than in (and for such additional period, if any, during which Employee shall be receiving amounts from the event of a termination by Employee under Corporation pursuant to paragraph 5(d5 hereof), Employee will not directly or indirectly (i) solicit, induce or entice for employment, retention or affiliation, recommend to any corporation, entity or other person the solicitation, inducement or enticement for employment, retention or affiliation of, or employ, retain or affiliate with, any employee, consultant, independent contractor or other person employed or retained by, or affiliated with, the Corporation, or any of its subsidiaries or affiliates, (ii) engage in any activity intended to terminate, disrupt or interfere with the Corporation’s 's or any of its subsidiary’s 's or affiliate’s 's relationship with any customer, supplier, lessor or other person or entity, or (iii) engage or participate in, or have any interest in any corporation, person, or other entity, that engages or participates in any business or activity engaged or participated in by the Corporation on date of termination of the Employment Term. For purposes of this paragraph 6(a), Employee will be deemed directly or indirectly to be engaged or participating in the operation of such a business or activity, or to have an interest in a corporation, or other person or entity, if he is a proprietor, partner, joint venturer, shareholder, director, officer, lender, manager, employee, consultant, advisor or agent, or if he, directly or indirectly (including as a member of a group), controls all or any part thereof; provided, that nothing in this paragraph 6(a) shall prohibit Employee from holding less than two percent (2%) of a class of a corporation’s 's outstanding securities that are listed on a national securities exchange or traded in the over-the-the- counter market.