Non Competition and Disclosure of Information. 3.1 Non-competition. Korbin acknowledges and recognizes the highly competitive nature of the Company's business and the goodwill, continued patronage, and specifically the names and addresses of the Company's Clients (as hereinafter defined) constitute a substantial asset of the Company having been acquired through considerable time, money and effort. Accordingly, in consideration of the execution of this Agreement, in the event Korbin's employment is terminated for Cause or by reason of Disability, Korbin agrees that during the Term of Employment and for a period of two years after the termination of Korbin's employment with the Company (as further limited hereinafter) and [within the area] in which Company engages in business [at the time] of termination, Korbin will not, directly or indirectly, be employed by, own, manage, operate, act as an agent for, join, control or participate in the ownership, management, operation or control of or be connected with directly or indirectly, in any manner, any business engaged in the processing of electronic transactions and the development of software related thereto ("Competitive Business"). Korbin shall be deemed to be connected with such business if he is the sole proprietor of such business, such business is carried on by a partnership in which he is a general or limited partner agent or Korbin, or a corporation or association of which he is a shareholder, officer, director, Korbin, member, consultant or agent; provided, that nothing herein shall prevent the purchase or ownership by Korbin of shares of less than one percent (1%) in a publicly held, corporation. The above provisions restricting stock ownership do not pertain to the ownership of the stock of the Company or related companies.
Non Competition and Disclosure of Information. 2.1 Non-competition. Employee acknowledges that his services to be rendered hereunder are of a special and unusual character which have a unique value to Company, the loss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to Company of the services of Employee for which Company has contracted hereunder, and because of the confidential information to be obtained by or disclosed to Employee, and as a material inducement to Company to enter into this Agreement, and to pay to Employee the compensation referred to in Section 1.4 hereof, Employee covenants and agrees that during Employee’s employment hereunder and for a period of one (1) year after he ceases to be employed by Company, Employee shall not (a) directly or indirectly, solicit business from, divert business from, or attempt to convert to other methods of using the same or similar products or services as provided by Company, any client, account or location of Company with which Employee has had any contact as a result of his employment by Company hereunder; (b) engage in or carry on, directly or indirectly, either for himself, as a member of a partnership, or as a stockholder (except as limited partner or stockholder of less than one percent (1%) of the issued and outstanding limited partnership interests or stock of a publicly held partnership or corporation whose gross assets exceed $l,000,000), as an investor, lender, guarantor, landlord, manager, officer, or director of any person, partnership, corporation, or other entity (other than the Company or its subsidiaries), or as an employee, agent, associate, broker, or consultant of any person, partnership, corporation, or other entity (other than the Company or its subsidiaries), any business (or segment of a business if such business operates in more than one segment of the orthopedic industry) that competes with any operations of the Company, as they exist at the time of Employee’s termination, within an one hundred (100)-mile radius of any geographic area where Company is actually engaged in business, or maintains sales or service representatives or employees; or (c) directly or indirectly, solicit for employment or employ any employee of Company.
Non Competition and Disclosure of Information
