Common use of CONFIDENTIALITY; COVENANT NOT TO COMPETE Clause in Contracts

CONFIDENTIALITY; COVENANT NOT TO COMPETE. (a) The Employee shall not, without the Company’s prior written consent, either directly or indirectly, (i) at any time during the Employee’s employment with the Company or any member of the IR Group and for three years after the Employee’s Termination, disclose any Confidential Information pertaining to the business of the Company or the IR Group, except when required to perform his or her duties to the Company or any member of the IR Group, by law or judicial process; or (ii) for the one year period after the Employee’s Termination (the “Restricted Period”) (A) be engaged in or have a financial interest (other than an ownership position of less than 5% in any company whose shares are publicly traded or any non-voting non-convertible debt securities in any company) in any business which competes with any business of the Company or any member of the IR Group, (B) solicit customers or clients of the Company or any member of the IR Group to terminate their relationship with the Company or any member of the IR Group or otherwise solicit such customers or clients to compete with any business of the Company or any member of IR Group or (C) solicit or offer employment to, or otherwise hire, any person who has been employed by the Company or any member of the IR Group at any time during the twelve months immediately preceding the termination of the Employee’s employment. If the Employee is bound by any other agreement with the Company or any member of the IR Group regarding the use or disclosure of confidential information, the provisions of this Section 7 shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of confidential information.

CONFIDENTIALITY; COVENANT NOT TO COMPETE. (a) The Employee shall not, without the Company’s prior written consent, either directly or indirectly, (i) at any time during the Employee’s employment with the Company or any member of the IR Group and for three years after the Employee’s Termination, disclose any Confidential Information pertaining to the business of the Company or the IR Group, except when required to perform his or her duties to the Company or any member of the IR Group, by law or judicial process; or (ii) for the one year period after the Employee’s Termination (the “Restricted Period”) (A) be engaged in or have a financial interest (other than an ownership position of less than 5% in any company whose shares are publicly traded or any non-voting non-convertible debt securities in any company) in any business which competes with any business of the Company or any member of the IR Group, (B) solicit customers or clients of the Company or any member of the IR Group to terminate their relationship with the Company or any member of the IR Group or otherwise solicit such customers or clients to compete with any business of the Company or any member of IR Group or (C) solicit or offer employment to, or otherwise hire, any person who has been employed by the Company or any member of the IR Group at any time during the twelve months immediately preceding the termination of the Employee’s employment. If the Employee is bound by any other agreement with the Company or any member of the IR Group regarding the use or disclosure of confidential information, the provisions of this Section paragraph 7 shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of confidential information.