Common use of Employee Conflicts Clause in Contracts

Employee Conflicts. Except as set forth on Schedule 3.12, neither Shareholder, nor any other person or entity controlled by or under common control with the Company or Shareholder nor any key employee of the Company, has any direct or indirect interest in any business enterprise which does business with the Company or competes with the Company in any manner. Neither the Company nor, to the knowledge of Company, any other employee or director thereof is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality, non-competition, or proprietary rights agreement, between the Company, such employee or director and any other Person (“Proprietary Rights Agreement”) that in any way adversely affects or will affect the ability of the Company to conduct its business or the performance of such employee’s or director’s duties as an employee or director of the Company after the Closing Date, including any Proprietary Rights Agreement with Shareholder or the Company by any such employee or director. To Shareholder’s knowledge, no director, officer, or other key employee of the Company intends to terminate his employment with the Company.