Common use of Noncompetition and Nondisclosure Clause in Contracts

Noncompetition and Nondisclosure. Employee agrees that, from the date hereof until the end of two (2) years after the termination of Employee's employment with the Company for any reason whatsoever (the "Noncompete Period"), Employee, unless acting in accordance with the Company's prior written consent and except as an employee of, or consultant to or director of, the Company, will not (directly or indirectly): (i) own, manage, operate, joint, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, principal, agent, representatives, consultant, investor, owner, partner, manager, joint venturer or otherwise with, or permit his name to be used by or in connection with, or lease, sell or permit to use any real property or interest therein owned by Employee to, any Person (as hereafter defined) engaged in (or that proposes to engage in) the business of the distribution of medical and surgical supplies or the provision of Part B Medicare billing services anywhere in the states of Tennessee, Alabama, Missouri or Kentucky; or (ii) disclose to anyone, or use or otherwise exploit for Employee's own benefit or for the benefit of anyone other than the Company or Contour, any Confidential Information (as hereinafter defined). Notwithstanding the foregoing, the provisions of this Section 5.6 shall not be deemed to prohibit the ownership by Employee of not more than five percent (5%) of any corporation having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended, (the "Exchange Act"). For purposes hereof, "Person" shall mean any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity, as well as any other syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act. For purposes hereof, "Confidential Information" means the marketing arrangements, business plans, projections, financial information, training manuals, market strategies, internal performance statistics and other competitively sensitive information concerning the Company or its subsidiaries which is material to the Company or any such subsidiary and not generally known by the public, whether or not in written or tangible form. Employee acknowledges that (i) he has intimate knowledge of the business of the Company and its subsidiaries which, if exploited by him, in contravention of this Agreement, would seriously adversely and irreparably affect the value of the Company to Contour and the ability of Contour to continue to operate the Company and its subsidiaries after the Merger, (ii) the provisions of this Section 5.1 are reasonable and necessary to protect the legitimate interest of Contour and the business and goodwill of the Company and its subsidiaries acquired by it hereby, (iii) any violation of this Section 5.1 will result in irreparable injury to Contour and the company and that damages at law would not be reasonable or adequate compensation to the Buyer and for a violation of this Section 5.1, and (iv) Contour and the Company shall be entitled to have the provisions of this Section 5.1 specifically enforced by preliminary and permanent injunctive relief without the necessity of proving actual damages and without posting bond or other security as well as to an equitable accounting of all earnings, profits and other benefits arising out of any such violation. In the event that the provisions of this Section 5.1 should ever be deemed to exceed the time, geographic or any other limitations permitted by applicable law, then such provisions shall be deemed reformed to the maximum permitted by applicable law.

Noncompetition and Nondisclosure. Employee The Shareholder agrees that, that from the date hereof Closing Date until the end of two (2) years after the termination of Employeethe Shareholder's employment with by the Company Surviving Corporation or Contour for any reason whatsoever (the "Noncompete Period"), Employeethe Shareholder, unless acting in accordance with the CompanyContour's prior written consent and except as an employee of, or consultant to or director of, the CompanySurviving Corporation or of Contour, will not (directly or indirectly): (i) own, manage, operate, jointjoin, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, principal, agent, representativesrepresentative, consultant, investor, owner, partner, manager, joint venturer or otherwise with, or permit his name to be used by or in connection with, or lease, sell or permit to use any real property or interest therein owned by Employee the Shareholder to, any Person (as hereafter defined) business or enterprise engaged in (or that proposes to engage in) the business of the distribution distribution, design, manufacture, import, sale, sourcing or marketing of medical and or surgical supplies of any type or the provision of Part B Medicare billing services anywhere in the states of Tennessee, Alabama, Mississippi, Missouri or Kentucky; or (ii) disclose to anyone, or use or otherwise exploit for Employeethe Shareholder's own benefit or for the benefit of anyone other than the Company Contour or ContourAmeriDyne, any Confidential Information (as hereinafter defined). Notwithstanding the foregoing, the provisions of this Section 5.6 5.1 shall not be deemed to prohibit the ownership by Employee the Shareholder of not more than five percent (5%) of any corporation having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended, (the "Exchange Act"). For purposes hereof, "Person" shall mean any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity, as well as any other syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act. For purposes hereof, "Confidential Information" means the AmeriDyne's customer and supplier lists, marketing arrangements, business plans, projections, financial information, training manuals, pricing manuals, product development plans, market strategies, internal performance statistics and other competitively sensitive information concerning the Company or its subsidiaries AmeriDyne which is material to the Company or any such subsidiary AmeriDyne and not generally known by the public, whether or not in written or tangible form. Employee The Shareholder acknowledges that (i) he has intimate knowledge of the business of the Company and its subsidiaries which, if exploited by him, in contravention of this Agreement, would seriously adversely and irreparably affect the value of the Company to Contour and the ability of Contour to continue to operate the Company and its subsidiaries after the Merger, (ii) the provisions of this Section 5.1 are reasonable and necessary to protect the legitimate interest of Contour and the business and goodwill of the Company and its subsidiaries acquired by it herebyContour, (iiiii) any violation of this Section 5.1 will result in irreparable injury to Contour and the company AmeriDyne and that damages at law would not be reasonable or adequate compensation to the Buyer Contour and for a violation of this Section 5.1, and (iviii) Contour and the Company AmeriDyne shall be entitled to have the provisions of this Section 5.1 specifically enforced by preliminary and permanent injunctive relief without the necessity of proving actual damages and without posting bond or other security as well as to an equitable accounting of all earnings, profits and other benefits arising out of any such violationviolation of this Section 5.1. In the event that the provisions of this Section 5.1 should ever be deemed to exceed the time, geographic geographic, product or any other limitations permitted by applicable law, then such provisions shall be deemed reformed to the maximum permitted by applicable law. Notwithstanding the foregoing, the provisions of this Section 5.1 shall become null and void if Contour shall materially breach any of its obligations under this Agreement or AmeriDyne shall materially breach any of its obligations under its employment agreement with the Shareholder referenced in Section 6.5 hereof, and such breach is not cured by Contour or AmeriDyne, as the case may be, within thirty (30) days after receipt of written notice of such breach from the Shareholder.