Common use of Non-Disclosure and Non-Competition Clause in Contracts

Non-Disclosure and Non-Competition. Seller and Founders, in order to ---------------------------------- induce Buyer and Parent to enter into this Agreement, each expressly covenants and agrees that neither Seller nor any of their affiliates will, directly or indirectly, (a) disclose or furnish to any person, other than Buyer or Parent, any proprietary information of, or confidential information concerning, the Business, Seller, Buyer or Parent or any affiliate of Seller, Buyer or Parent except as required by law; and (b) for a period of three years following the Closing Date, without the express written consent of the Buyer, directly or indirectly, anywhere in the United States, engage in any activity which is, or participate or invest in (other than owning less than 5% of the securities of any publicly traded company), or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Buyer or Parent (or any affiliate of the Buyer or Parent) whose business, activities, products or services are competitive with any of the business, activities, products or services conducted or offered by Seller during any period, which business, activities, products and services shall include in any event providing promotional, marketing and education programs or providing other services currently provided by Seller or contemplated to be provided by Seller. Without implied limitation, the foregoing covenant shall include, during the three years following the Closing Date, soliciting or attempting to solicit for or on behalf of itself or any such competitor the employment of any officer or employee of the Buyer or Parent or any of their direct and/or indirect subsidiaries, encouraging for or on behalf of itself or any such competitor any such officer or employee to terminate his or her relationship or employment with the Buyer or the Parent or any of their direct or indirect subsidiaries, soliciting for or on behalf of itself or any such competitor any client of the Buyer or Parent or any of their direct or indirect subsidiaries and diverting to any person (as hereinafter defined) any client or business opportunity (which business opportunity is known to Seller by virtue of Xxxxx Xxxxxxx' employment with Parent) of the Buyer, the Parent or any of any of their direct or indirect subsidiaries. Additionally, the Seller and Founders will not disparage the Buyer or Parent or any of their direct or indirect subsidiaries, the Business, or the products or services conducted or offered by the Buyer or Parent and their subsidiaries for a period of three years following the Closing Date. Buyer and Parent agree, for a period of three years following the Closing Date, not to disparage the Seller or Founders in any public statements made on behalf of the Buyer or Parent. In the event that Buyer or Parent defaults in their obligations to pay any amounts finally determined to be due and payable in accordance with the provisions of this Agreement and Exhibit A when they are --------- otherwise due and payable, or otherwise defaults in their material obligations under this Agreement or the Employment Agreement, and Seller has given written notice to Parent describing the event giving rise to such default and Buyer and Parent have not cured such default within thirty days of receipt of such notice, Seller and Founders shall be relieved of their obligations under Section 3.4 of this Agreement.

Non-Disclosure and Non-Competition. Seller and Founders, in In order to ---------------------------------- induce the Buyer and Parent to enter into this Agreement, each the Seller expressly covenants and agrees that neither Seller nor any of their affiliates willit will not, directly or indirectly, indirectly (a) disclose or furnish to any person, other than the Buyer or Parentany of its affiliates, any proprietary information of, or confidential information concerning, the Business, Seller, Buyer or Parent or any affiliate of Seller, the Buyer or Parent except as required by law; law and (b) for a period of three years following the Closing Date, without the express written consent of the Buyer, directly or indirectly, anywhere in the United States, engage in any activity which is, or participate or invest in (other than owning less than 5% ten percent (10%) of the securities of any publicly traded company), or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than which is engaged, wholly or partly, in the Buyer or Parent (or any affiliate of the Buyer or Parent) whose businessdesign, activities--, products or services are competitive with any of the businessdevelopment, activities, products or services conducted or offered by Seller during any period, which business, activities, products and services shall include in any event providing promotional, marketing and education programs or providing other services currently provided by Seller or contemplated to be provided by Sellersale of a Competing Business. For purposes of this Agreement, "Competing Business" shall mean the business of jewelry liquidation for others. Without implied limitation, the foregoing covenant shall include, during the three years following the Closing Date, include (i) soliciting or attempting to solicit for or on behalf of itself or any such competitor the employment of any officer or employee of the Buyer or Parent Buyer, or any of their direct and/or indirect subsidiaries, encouraging its subsidiaries or affiliates for or on behalf of itself or itself, any such competitor or other person, (ii) encouraging any such officer or employee to terminate his or her relationship or employment with the Buyer or the Parent Buyer, or any of their direct its subsidiaries or indirect subsidiaries, soliciting affiliates for or on behalf of itself or itself, any such competitor any client of the Buyer or Parent or any of their direct other person, (iii) soliciting any customer or indirect subsidiaries and diverting to any person (as hereinafter defined) any client or business opportunity (which business opportunity is known to Seller by virtue of Xxxxx Xxxxxxx' employment with Parent) of the Buyer, the Parent or any of its subsidiaries or affiliates for or on behalf of itself, any such competitor or any other person, and (iv) diverting any customer, client, or business opportunity of the Buyer, or any of their direct its subsidiaries or indirect subsidiariesaffiliates to any other person. Additionally, the Seller and Founders will not disparage the Buyer or Parent or any of their direct its subsidiaries or indirect subsidiaries, the Business, affiliates or the products or services conducted or offered by the Buyer or Parent and any of their subsidiaries for a period or affiliates until the expiration of three years following the Closing Date. Buyer and Parent agree, for a period of three years following the Closing Date, not to disparage the Seller or Founders in any public statements made on behalf of the Buyer or Parent. In the event that Buyer or Parent defaults in their obligations to pay any amounts finally determined to be due and payable in accordance with the provisions of this Agreement and Exhibit A when they are --------- otherwise due and payable, or otherwise defaults in their material its other obligations under this Agreement or Section 6. Notwithstanding the Employment foregoing, if the Buyer is in default pursuant to this Agreement, and Seller has given written notice to Parent describing then the event giving rise to such default and Buyer and Parent have not cured such default within thirty days of receipt of such notice, Seller and Founders shall be relieved of their obligations under Section 3.4 terms of this AgreementSection 6.3 shall not be enforceable against Seller.

Non-Disclosure and Non-Competition. Seller Each Stockholder and FoundersSeller, in ---------------------------------- order to ---------------------------------- induce Buyer and Parent to enter into this Agreement, each expressly covenants and agrees that neither Seller nor either Stockholder, nor any of their affiliates affiliates, nor any entity or person controlled by or under common control with Seller or either Stockholder, will, directly or indirectly, (a) for a period of eight (8) years following the Closing Date, disclose or furnish to any person, other than Buyer or Parent, any proprietary information of, or confidential information concerning, the Business, Seller, Buyer or Parent or any affiliate of Seller, Buyer or Parent except as required by law; and (b) for a period of three (3) years following the Closing Date, without the express written consent of the Buyer, directly or indirectly, anywhere in the United States, engage in any activity which is, or participate or invest in (other than owning less than 5% of the securities of any publicly traded company)in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-part- owner, shareholder, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Buyer or Parent (or any affiliate of the Buyer or Parent) Parent whose business, activities, products or services are competitive with any of the business, activities, products or services conducted or offered by Seller the Buyer or Parent and their subsidiaries during any periodperiod in which Stockholder serves as an officer or employee of the Buyer or Parent or any of its subsidiaries, which business, activities, products and services shall include in any event the provision of providing outsourced promotional, marketing marketing, educational and education programs field sales force logistics services, or providing other services currently provided by Seller or contemplated to be provided by SellerSeller in such general areas of service. Without implied limitation, the foregoing forgoing covenant shall include, during the three years following the Closing Date, soliciting include hiring or engaging or attempting to solicit hire or engage for or on behalf of itself themselves or any such competitor the employment of any officer or employee of the Buyer or Parent or any of their direct and/or indirect subsidiaries, encouraging for or on behalf of itself themselves or any such competitor any such officer or employee to terminate his or her relationship or employment with the Buyer or the Parent or any of their direct or indirect subsidiaries, soliciting for or on behalf of itself themselves or any such competitor any client of the Buyer or Parent or any of their direct or indirect subsidiaries and diverting to any person (as hereinafter defined) any client or business opportunity (which business opportunity is known to Seller by virtue of Xxxxx Xxxxxxx' employment with Parent) of the Buyer, the Parent or any of any of their direct or indirect subsidiaries. AdditionallyIn addition, the Seller and Founders Stockholder will not disparage the Buyer or Parent or any of their direct or indirect subsidiariesParent, the Business, Business or the products or services conducted or offered by the Buyer or Parent and their subsidiaries for a period of three years following the Closing Date. Buyer and Parent agree, for a period of three years following the Closing Date, not to disparage the Seller or Founders in any public statements made on behalf of the Buyer or Parent. In the event that Buyer or Parent defaults in their obligations to pay any amounts finally determined to be due and payable in accordance with the provisions of this Agreement and Exhibit A when they are --------- otherwise due and payable, or otherwise defaults in their material obligations under this Agreement or the Employment Agreement, and Seller has given written notice to Parent describing the event giving rise to such default and Buyer and Parent have not cured such default within thirty days of receipt of such notice, Seller and Founders shall be relieved of their obligations under Section 3.4 of this Agreementsubsidiaries.

Non-Disclosure and Non-Competition. Seller and FoundersSellers, in order to ---------------------------------- induce Buyer ---------------------------------- and Parent to enter into this Agreement, each expressly covenants covenant and agrees agree that neither Seller Sellers nor any of their affiliates will, directly or indirectly, (a) for a period of five years following the Closing Date, disclose or furnish to any person, other than Buyer or Parent, any proprietary information of, or confidential information concerning, the Business, SellerSellers, Buyer or Parent or any affiliate of SellerSellers, Buyer or Parent except as required by law; and (b) for a period of three years following the Closing Date, without the express written consent of the Buyer, directly or indirectly, anywhere in the United States, engage in any activity which is, or participate or invest in (other than owning less than 5% of the securities of any publicly traded company)in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-part- owner, shareholder, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Buyer or Parent (or any affiliate of the Buyer or Parent) whose business, activities, products or services are competitive with any of the business, activities, products or services conducted or offered by Seller Sellers during any period, which business, activities, products and services shall include in any event providing promotional, marketing and education programs or providing other services currently provided by Seller Sellers or contemplated to be provided by SellerSellers. Without implied limitation, the foregoing covenant shall include, during the three years following the Closing Date, soliciting or attempting to solicit for or on behalf of itself or any such competitor the employment of any officer or employee of the Buyer or Parent or any of their direct and/or indirect subsidiaries, encouraging for or on behalf of itself or any such competitor any such officer or employee to terminate his or her relationship or employment with the Buyer or the Parent or any of their direct or indirect subsidiaries, soliciting for or on behalf of itself or any such competitor any client of the Buyer or Parent or any of their direct or indirect subsidiaries and diverting to any person (as hereinafter defined) any client or business opportunity (which business opportunity is known to Seller Sellers by virtue of Xxxxx Xxxxxxx' Stockholder's employment with Parent) of the Buyer, the Parent or any of any of their direct or indirect subsidiaries. Additionally, the Seller and Founders Sellers will not disparage the Buyer or Parent or any of their direct or indirect subsidiaries, the Business, or the products or services conducted or offered by the Buyer or Parent and their subsidiaries for a period of three years following the Closing Date. Buyer and Parent agreeagrees, for a period of three years following the Closing Date, not to disparage the Seller or Founders Sellers in any public statements made on behalf of the Buyer or Parent. In the event that Buyer or Parent defaults in their obligations to pay any amounts finally determined to be due and payable in accordance with the provisions of this Agreement and Exhibit A when they are --------- otherwise due and payable, or otherwise defaults in their other material obligations under this Agreement or the Employment Agreement, and Seller has Sellers have given written notice to Parent describing the event giving rise to such default and Buyer and Parent have not cured such default within thirty days of receipt of such notice, Seller and Founders shall be relieved of their its obligations under Section 3.4 of this Agreement.