Common use of Post-Termination Restrictions Clause in Contracts

Post-Termination Restrictions. Employee recognizes that (i) Company has spent substantial money, time and effort over the years in and in developing its Confidential and Trade Secret Information; (ii) Company pays its employees to, among other things, develop and preserve business information, customer goodwill, customer loyalty and customer contacts for and on behalf of Company, and (iii) Company is hereby agreeing to employ and pay Employee based upon Employee's assurances and promises contained herein not to put himself or herself in a position following Employee's employment with Company in which the confidentiality of Company's information might somehow be compromised. Accordingly, Employee agrees that during Employee's employment with Company, and for a period of two years thereafter, regardless of how Employee's termination occurs and regardless of whether it is with or without cause, Employee will not, directly or indirectly (whether as owner, partner, consultant, employee or otherwise): (a) engage in, assist or have an interest in, enter the employment of, or act as an agent, advisor or consultant for, any person or entity which is engaged, or will be engaged, in the development, manufacture, supplying or sale of a product, process, apparatus, service or development competitive with a product, process, apparatus, service or development on which Employee worked or with respect to which Employee has or had access to Confidential or Trade Secret Information while at Company relating to surgical techniques utilizing magnetic guidance technology ("Competitive Work"), and which Employee seeks to serve in any market which was being served by Employee at the time of Employee's termination or was served at any time during Employee's last six (6) months of employment by Company; (b) solicit, call on, or in any manner cause or attempt to cause, or provide any Competitive Work to any customer or active prospective customer of the Company with whom Employee dealt, or on whose account he or she worked for which Employee was responsible, or with respect to which Employee was provided or had access to Confidential and Trade Secret Information to divert, terminate, limit, modify or fail to enter into any existing or potential relationship with Company, and (c) induce or attempt to induce any Employee, consultant or advisor of Company to accept employment or an affiliation involving Competitive Work.

Post-Termination Restrictions. Employee recognizes that (i) Company has spent substantial money, time and effort over the years in and in developing its Confidential and Trade Secret Information; (ii) Company pays its employees to, among other things, develop and preserve business information, customer goodwill, customer loyalty and customer contacts for and on behalf of Company, ; and (iii) Company is hereby agreeing to employ and pay Employee based upon Employee's assurances and promises contained herein not to put himself or herself in a position following Employee's employment with Company in which the confidentiality of Company's information might somehow be compromised. Accordingly, Employee agrees that during Employee's employment with Company, and for a period of two years thereafter, regardless of how Employee's termination occurs and regardless of whether it is with or without cause, Employee will not, directly or indirectly (whether as owner, partner, consultant, employee or otherwise): (a) 3.1 engage in, assist or have an interest in, enter the employment of, or act as an agent, advisor or consultant for, any person or entity which is engaged, or will be engaged, in the development, manufacture, supplying or sale of a product, process, apparatus, service or development which is competitive with a product, process, apparatus, service or development on which Employee worked or with respect to which Employee has or had access to Confidential or Trade Secret Information while at Company relating to surgical techniques utilizing magnetic guidance technology ("Competitive Work"), and which Employee seeks to serve in any market which was being served by Employee at the time of Employee's termination or was served at any time during Employee's last six (6) months of employment by Company; (b) 3.2 solicit, call on, on or in any manner cause or attempt to cause, or provide any Competitive Work to any customer or active prospective customer of the Company with whom Employee dealt, or on whose account he or she worked for which Employee was responsible, or with respect to which Employee was provided or had access to Confidential and Trade Secret Information to divert, terminate, limit, modify or fail to enter into any existing or potential relationship with Company, ; and (c) 3.3 induce or attempt to induce any Employee, consultant or advisor of Company to accept employment or an affiliation involving Competitive Work.

Post-Termination Restrictions. Employee recognizes that (i) Company has spent substantial money, time and effort over the years in developing and solidifying its relationships with its customers and suppliers and in developing its Confidential and Trade Secret Information; (ii) long-term customer relationships often can be difficult to develop and require a significant investment of time, effort and expense; (iii) Company pays has paid its employees to, among other things, develop and preserve business information, customer goodwill, customer loyalty and customer contacts for and on behalf of Company, ; and (iiiiv) Company is hereby agreeing to employ and pay Employee based upon Employee's assurances and promises contained herein not to divert goodwill of customers or suppliers of Company, either individually or on a combined basis, or to put himself or herself in a position following Employee's employment with Company in which the confidentiality of Company's information Confidential Information might somehow be compromised. Accordingly, Employee agrees that during Employee's employment with Company, the Employment Period and for a the period of two years thereaftertime set forth below following termination of employment, regardless provided termination is in accordance with the terms of how Employee's termination occurs and regardless paragraph 4(b) or (c) or due to expiration of whether it is with or without causethe Employment Period, Employee will not, directly or indirectly (whether as owner, partner, consultant, employee or otherwise): (a) for three (3) years, engage in, assist or have an interest in, or enter the employment of, of or act as an agent, advisor or consultant for, any person or entity which is engagedengaged in, or will be engagedengaged in, in the development, manufacture, supplying or sale of a product, process, apparatus, service or development which is competitive with a product, process, apparatus, service or development on which Employee worked or with respect to which Employee has or had access to Confidential or Trade Secret Information while at Company relating to surgical techniques utilizing magnetic guidance technology ("Competitive WorkRestricted Activity"), and which Employee seeks to serve in is located within 100 miles of any market which was being served by Employee at the time of Employee's termination or was served at any time during Employee's last six (6) months of employment by CompanyCompany retail store; (b) for three (3) years, solicit, call on, or in any manner cause or attempt to cause, on or provide any Competitive Work Restricted Activity to any customer or active prospective customer of Company which was a customer or supplier of Company at any time during the Company with whom Employee dealtmost recent twelve (12) months of Employee's employment by Company, or on whose account he cause or she worked for which Employee was responsible, or with respect attempt to which Employee was provided or had access to Confidential and Trade Secret Information cause such a person to divert, terminate, limit, modify or fail to enter into any existing or potential relationship with Company, and; or (c) for three (3) years, induce or attempt to induce any Employeeemployee, consultant or advisor of Company to accept employment or an affiliation involving Competitive WorkRestricted Activity; provided, however, that following termination of her employment, Employee shall be entitled to be an employee of an entity that engages in Restricted Activity so long as: (i) the sale of stuffed animals is not a principal business of the entity; (ii) Employee has no direct or personal involvement in the sale of stuffed animals; and (iii) neither Employee, her relatives, nor any other entities with which she is affiliated own more than 1% of the entity. As used in this paragraph 6, "principal business" shall mean that greater than 10% of revenues received during the twelve (12) months preceding a dispute under this paragraph 6 were derived from the sale of stuffed animals and related products, or otherwise derives revenues from a retail concept that is similar in any material regard to Company.

Post-Termination Restrictions. Employee recognizes that (i) 9.1 You undertake to the Company has spent substantial money, time and effort over the years in and in developing its Confidential and Trade Secret Information; (ii) Company pays its employees to, among other things, develop and preserve business information, customer goodwill, customer loyalty and customer contacts for and on behalf of Company, itself and (iii) as agent for any Group Company is hereby agreeing to employ and pay Employee based upon Employee's assurances and promises contained herein that you will not to put himself or herself in a position following Employee's employment with Company in which the confidentiality of Company's information might somehow be compromised. Accordingly, Employee agrees that during Employee's employment with Company, and for a period of two years thereafter, regardless of how Employee's termination occurs and regardless of whether it is with or without cause, Employee will not, directly or indirectly (and whether alone or in conjunction with or on behalf of any other person and whether as ownera principal, shareholder, director, employee, agent, consultant, partner, consultant, employee independent contractor or otherwise):: (a) engage in, assist or have an interest in, enter the employment of, or act as an agent, advisor or consultant for, any person or entity which is engaged, or will be engaged, in the development, manufacture, supplying or sale of a product, process, apparatus, service or development competitive with a product, process, apparatus, service or development on which Employee worked or with respect to which Employee has or had access to Confidential or Trade Secret Information while at Company relating to surgical techniques utilizing magnetic guidance technology ("Competitive Work"), and which Employee seeks to serve in any market which was being served by Employee at the time of Employee's termination or was served at any time during Employee's last six (6) the period of 6 months of employment by Companyfrom the Effective Date be employed, engaged, concerned or interested in any business providing Competing Products or Services within or related to the Restricted Territory; (b) at any time during the period of 12 months from the Effective Date canvass, solicit, call on, or in any manner cause or attempt to causesolicit, interfere with or provide entice away or cause to be canvassed, solicited, interfered with or enticed away any Competitive Work Relevant Customer with a view to providing it with any customer Competing Products or active prospective customer of the Company with whom Employee dealt, or on whose account he or she worked for which Employee was responsible, or with respect to which Employee was provided or had access to Confidential and Trade Secret Information to divert, terminate, limit, modify or fail to enter into any existing or potential relationship with Company, andServices; or (c) at any time during the period of 12 months from the Effective Date provide or agree to provide to any Relevant Customer any Competing Products or Services; or (d) at any time during the period of 12 months from the Effective Date solicit, entice or induce or endeavour to solicit, entice or induce or assist any Key Person to leave the Company or any Relevant Group Company, whether or not such person would commit any breach of his own contract of employment or engagement by doing so; or (e) at any time during the period of 12 months from the Effective Date in connection with any business in or proposing to be in competition with the Company or any Relevant Group Company, employ, engage or appoint or in any way cause or assist to be employed, engaged or appointed a Key Person; or (f) at any time during the period of 12 months from the Effective Date solicit or attempt to induce solicit or place orders for the supply of products or services from a Supplier if as a result the Supplier may reasonably be expected to cease supplying, or materially reduce its supply to, or vary detrimentally the terms on which it supplies products or services to, the Company or any EmployeeRelevant Group Company; or (g) encourage, consultant assist or advisor procure any third party to do anything which, if done by you, would be in breach of (a) to (f) above. 9.2 Each of the restrictions in sub-clause 9.1 is intended to be separate and severable and in the event that any of such restrictions shall be adjudged to be void or ineffective for whatever reason but would be adjudged to be valid and effective if part of the wording or range of services or products were deleted, the said restrictions shall apply with such deletions as may be necessary to make them valid and effective. 9.3 None of the restrictions in sub-clause 9.1 shall prevent you from: (a) holding up to 5% of any securities in a company which is quoted on any recognised Stock Exchange; or (b) being employed, engaged, concerned or interested in any business insofar as your duties or work relate to geographical areas where the business is not in competition with the Company or any Relevant Group Company; or (c) being employed, engaged, concerned or interested in any business insofar as your duties or work relate solely to products or services of a kind with which you were not directly involved, concerned or connected during the period of 12 months immediately prior to the Effective Date. 9.4 Since by reason of services rendered to or offices held in any Group Company you may also obtain in the course of your employment knowledge of the trade secrets or other confidential information of such companies, you hereby agree that you will at the request and cost of the Company enter into a direct agreement or undertaking with such Group Company whereby you will accept restrictions corresponding to the restrictions contained in this agreement (or such of them as may be appropriate in the circumstances) in relation to such products and services and such area and for such period as such Group Company may reasonably require for the protection of its legitimate interest. 9.5 It is understood and agreed by the Company and you that damages may be an inadequate remedy in the event of a breach by you of any of the restrictions contained in this clause 9 and that any such breach by you or on your behalf may cause the Company or any Group Company great and irreparable injury and damage. Accordingly, you agree that the Company or any Group Company shall be entitled, without waiving any additional rights or remedies otherwise available to it at law or in equity or by statute, to injunctive and other equitable relief in the event of a breach or intended or threatened breach by you of any of the restrictions contained in this clause 9. 9.6 If you are offered new employment or an affiliation involving Competitive Worka new appointment or engagement you agree to immediately bring the terms of this clause 9 to the attention of the person making the offer. 9.7 You agree that, on or before the Effective Date, you will delete any connection between you and any Key Person or Relevant Customer or Supplier stored in any form of Social Media. You further agree that updating this profile and/or connecting or reconnection to any Key Person or Relevant Customer or Supplier using Social Media after the Termination Date may amount to a breach of clause 9.1 above. 9.8 For the purposes of this clause 9 the following expressions shall have the following meanings:- Competing Products or Services means products or services which are of the same kind as or of a materially similar kind to and competitive with any products or services sold or supplied by the Company or any Relevant Group Company during the period of 12 months immediately prior to the Effective Date and with which sale or supply you were directly involved, concerned or interested or about which you possessed Confidential Information. Confidential Information is as defined above in sub-clause 8.1;

Post-Termination Restrictions. Employee recognizes that (i) Company has spent substantial money, time and effort over the years in and in developing its Confidential and Trade Secret Information; (ii) Company pays its employees to, among other things, develop and preserve business information, customer goodwill, customer loyalty and customer contacts for and on behalf of Company, ; and (iii) Company is hereby agreeing to employ and pay Employee based upon Employee's assurances and promises contained herein not to put himself or herself in a position following Employee's employment with Company in which the confidentiality of Company's information might somehow be compromised. Accordingly, Employee agrees that during Employee's employment with Company, and for a period of two years thereafter, regardless of how Employee's termination occurs and regardless of whether it is with or without cause, . Employee will not, directly or indirectly (whether as owner, partner, consultant, employee or otherwise): (a) 3.1 engage in, assist or have an interest in, enter the employment of, or act as an agent, advisor or consultant for, any person or entity which is engaged, or will be engaged, in the development, manufacture, supplying or sale of a product, process, apparatus, service or development which is competitive with a product, process, apparatus, service or development on which Employee worked or with respect to which Employee has or had access to Confidential or Trade Secret Information while at Company relating to surgical techniques utilizing magnetic guidance technology ("Competitive Work"), and which Employee seeks to serve in any market which was being served by Employee at the time of Employee's termination or was served at any time during Employee's last six (6) months of employment by Company. Competitive Work shall be limited to the field of magnetic instrument guidance and related therapeutic agents or devices; (b) 3.2 solicit, call on, on or in any manner cause or attempt to cause, or provide any Competitive Work to any customer or active prospective customer of the Company with whom Employee dealt, or on whose account he or she worked for which Employee was responsible, or with respect to which Employee was provided or had access to Confidential and Trade Secret Information to divert, terminate, limit, modify or fail to enter into any existing or potential relationship with Company, ; and (c) 3.3 induce or attempt to induce any Employee, consultant or advisor of Company to accept employment or an affiliation involving Competitive Workwith an organization other than Stereotaxis.

Post-Termination Restrictions. Employee recognizes that (i) Company has spent substantial money, time and effort over the years in and in developing its Confidential and Trade Secret Information; (ii) Company pays its employees to, among other things, develop and preserve business information, customer goodwill, customer loyalty and customer contacts for and on behalf of Company, ; and (iii) Company is hereby agreeing to employ and pay Employee based upon Employee's ’s assurances and promises contained herein not to put himself or herself in a position following Employee's ’s employment with Company in which the confidentiality of Company's ’s information might somehow be compromised. Accordingly, Employee agrees that during Employee's ’s employment with Company, and for a period of two years thereafter, regardless of how Employee's ’s termination occurs and regardless of whether it is with or without cause, Employee will not, directly or indirectly (whether as owner, partner, consultant, employee or otherwise): (a) 3.1 engage in, assist or have an interest in, enter the employment of, or act as an agent, advisor or consultant for, any person or entity which is engaged, or will be engaged, in the development, manufacture, supplying or sale of a product, process, apparatus, service or development which is competitive with a product, process, apparatus, service or development on which Employee worked or with respect to which Employee has or had access to Confidential or Trade Secret Information while at Company relating to surgical techniques utilizing magnetic guidance technology ("“Competitive Work"”), and which Employee seeks to serve in any market which was being served by Employee at the time of Employee's ’s termination or was served at any time during Employee's ’s last six (6) months of employment by Company;. (b) 3.2 solicit, call on, on or in any manner cause or attempt to cause, or provide any Competitive Work to any customer or active prospective customer of the Company with whom Employee dealt, or on whose account he or she worked for which Employee was responsible, or with respect to which Employee was provided or had access to Confidential and Trade Secret Information to divert, terminate, limit, modify or fail to enter into any existing or potential relationship with Company, ; and (c) 3.3 induce or attempt to induce any Employee, consultant or advisor of Company to accept employment or an affiliation involving Competitive Work.

Post-Termination Restrictions. Employee recognizes that (i) Company has spent substantial money, time and effort over the years in and in developing its Confidential and Trade Secret Information; (ii) Company pays its employees to, among other things, develop and preserve business information, customer goodwill, customer loyalty and customer contacts for and on behalf of Company, ; and (iii) Company is hereby agreeing to employ and pay Employee based upon Employee's assurances and promises contained herein not to put himself or herself in a position following Employee's employment with Company in which the confidentiality of Company's information might somehow be compromised. Accordingly, Employee agrees that during Employee's employment with Company, and for a period of two years thereafter, regardless of how Employee's termination occurs and regardless of whether it is with or without cause, Employee will not, directly or indirectly (whether as owner, partner, consultant, employee or otherwise): (a) 3.1 engage in, assist or have an interest in, enter the employment of, or act as an agent, advisor or consultant for, any person or entity which is engaged, or will be engaged, in the development, manufacture, supplying or sale of a product, process, apparatus, service or development which is competitive with a product, process, apparatus, service or development on which Employee worked or with respect to which Employee has or had access to Confidential or Trade Secret Information while at Company relating to surgical techniques utilizing magnetic guidance technology ("Competitive Work"), and which Employee seeks to serve in any market which was being served by Employee at the time of Employee's termination or was served at any time during Employee's last six (6) months of employment by Company. Competitive work and products shall be deemed to be those in the field of magnetic instrument guidance only; (b) 3.2 solicit, call on, on or in any manner cause or attempt to cause, or provide any Competitive Work to any customer or active prospective customer of the Company with whom Employee dealt, or on whose account he or she worked for which Employee was responsible, or with respect to which Employee was provided or had access to Confidential and Trade Secret Information to divert, terminate, limit, modify or fail to enter into any existing or potential relationship with Company, ; and (c) 3.3 induce or attempt to induce any Employee, consultant or advisor of Company to accept employment or an affiliation involving Competitive Work.

Post-Termination Restrictions. Employee recognizes 14.1. The Executive acknowledges that (i) Company has spent substantial money, time and effort over during the years in and in developing its Confidential and Trade Secret Information; (ii) Company pays its employees tocourse of his employment under this agreement, among other things, he will be privy to Confidential Information and that the Executive will, at the Company's expense, make maintain and develop valuable relationships with clients, customers, staff and preserve business information, customer goodwill, customer loyalty and customer contacts for and third parties. The Executive therefore covenants with the Company that he will not directly or indirectly on his own behalf or on behalf of Companyany other person, and (iii) Company is hereby agreeing to employ and pay Employee based upon Employee's assurances and promises contained herein not to put himself concern, undertaking, firm or herself in a position following Employee's body corporate either during his employment with Company in which the confidentiality of Company's information might somehow be compromised. Accordingly, Employee agrees that during Employee's employment with Company, and or for a period of two years thereaftertwelve months following the Termination Date less any period spent on Garden Leave pursuant to clause 13 above, regardless of how Employee's termination occurs and regardless of whether it is in competition with or without cause, Employee will not, directly or indirectly (whether as owner, partner, consultant, employee or otherwise):the Restricted Business: (a) engage inbe engaged in or concerned in any capacity whatsoever in any business concern, assist including but not limited to the following: IG Group, Saxobank, CMC Markets, FXCM, London Capital Group, ODL, Gain Financial, Betfair Group, MF Global, GFT, Spreadex, Spread Co, Worldspreads, Alpari, ETX, Gekko Global Markets, Finotec Group, Cantor Index, Delta Index, Macquarie and Capital Spreads. This clause shall not restrain the Executive from being engaged or have an interest in, enter concerned in any business insofar as the employment of, Executive’s duties or act as an agent, advisor work shall relate: (i) solely to geographical areas where the business concern is not in competition with the Restricted Business; or (ii) to services or consultant for, any person or entity which is engaged, or will be engaged, in the development, manufacture, supplying or sale activities of a product, process, apparatus, service or development competitive kind with which the Executive was not concerned to a product, process, apparatus, service or development on which Employee worked or with respect material extent and in relation to which Employee has or had he did not have access to any Confidential Information during the Relevant Period. (b) solicit or Trade Secret Information while at Company relating to surgical techniques utilizing magnetic guidance technology ("Competitive Work")canvass business from any person, and which Employee seeks to serve in any market which was being served by Employee at the time of Employee's termination firm or was served company who at any time during Employee's last six (6) months of employment by Companythe Relevant Period was a Restricted Customer; (b) solicit, call on, or in any manner cause or attempt to cause, or provide any Competitive Work to any customer or active prospective customer of the Company with whom Employee dealt, or on whose account he or she worked for which Employee was responsible, or with respect to which Employee was provided or had access to Confidential and Trade Secret Information to divert, terminate, limit, modify or fail to enter into any existing or potential relationship with Company, and (c) induce solicit or attempt canvass business from any person, firm or company who at any time during the Relevant period was a Prospective Customer; (d) do business with or provide products or services to induce any person, firm or company who at any time during the Relevant Period was a Restricted Customer; (e) do business with or provide products or services to any person, firm or company who at any time during the Relevant Period was a Prospective Customer; (f) solicit or employ or cause to be employed, whether directly or indirectly, any Employee whether or not this would be a breach of contract on the part of the Employee, consultant or advisor . 14.2. The Executive covenants with the Company that for a period of Company 12 months following the Termination Date less any period spent on Garden Leave pursuant to clause 13 he will not accept employment with, be engaged in or concerned in any capacity whatsoever in any business concern which intends to compete with the Restricted Business, where the Executive either directly or indirectly will be involved with or provided assistance to the business concern in setting up a business in competition with the Restricted Business. This clause shall not restrain the Executive from being engaged or concerned in any business in so far as the Executive's duties or work shall relate: (i) solely to geographical areas where the business concern is not in competition with the Restricted Business; or (ii) to services or activities of a kind with which the Executive was not concerned to a material extent and in relation to which he did not have access to any Confidential Information during the Relevant Period. 14.3. For the purposes of this clause 14 the following expressions shall have the following meanings: Employee means any employee of the Company who has knowledge of Confidential Information and who at any time during the Relevant Period was employed or engaged by the Company in an affiliation involving Competitive Workexecutive or managerial capacity with whom during the Relevant Period the Executive had material personal dealings; Prospective Customer means any person, firm, company or other organisation with whom the Company had negotiations or discussions regarding the possible supply of any services by the Company during the Relevant Period and with whom at any time during the Relevant Period the Executive was materially involved in such negotiations or discussions.

Post-Termination Restrictions. Employee recognizes that (i) Company has spent substantial money, time and effort over the years in and in developing its Confidential and Trade Secret Information; (ii) Company pays its employees to, among other things, develop and preserve business information, customer goodwill, customer loyalty and customer contacts for and on behalf of Company, ; and (iii) Company is hereby agreeing to employ and pay Employee based upon Employee's assurances and promises contained herein not to put himself or herself in a position following Employee's employment with Company in which the confidentiality of Company's information might somehow be compromised. Accordingly, Employee agrees that during Employee's employment with Company, and for a period of two years thereafter, regardless of how Employee's termination occurs and regardless of whether it is with or without cause, Employee will not, directly or indirectly (whether as owner, partner, consultant, employee or otherwise): (a) 3.1 engage in, assist or have an interest in, enter the employment of, or act as an agent, advisor or consultant for, any person or entity which is engaged, or will be engaged, in the development, manufacture, supplying or sale of a product, process, apparatus, service or development which is competitive with a product, process, apparatus, service or development on which Employee worked or with respect to which Employee has or had access to Confidential or Trade Secret Information while at Company relating to surgical techniques utilizing magnetic guidance technology ("Competitive Work"), and which Employee seeks to serve in any market which was being served by Employee at the time of Employee's termination or was served at any time during Employee's last six (6) months of employment by Company. Competitive Work shall be limited to the field of computer controlled or magnetic instrument guidance and related therapeutic devices or agents; (b) 3.2 solicit, call on, on or in any manner cause or attempt to cause, or provide any Competitive Work to any customer or active prospective customer of the Company with whom Employee dealt, or on whose account he or she worked for which Employee was responsible, or with respect to which Employee was provided or had access to Confidential and Trade Secret Information to divert, terminate, limit, modify or fail to enter into any existing or potential relationship with Company, ; and (c) 3.3 induce or attempt to induce any Employeeother employee, consultant or advisor of Company to accept employment or an affiliation involving Competitive Workwith any other person or entity.

Post-Termination Restrictions. Without the written prior consent of the Company and whether alone or with others, directly or indirectly for the Employee’s own benefit or the benefit of any person or organisation, the Employee recognizes that (i) Company has spent substantial moneyshall not, time and effort over during the years in and in developing its Confidential and Trade Secret Information; (ii) Company pays its employees toterm of the Employee’s employment, among other things, develop and preserve business information, customer goodwill, customer loyalty and customer contacts for and on behalf of Company, and (iii) Company is hereby agreeing to employ and pay Employee based upon Employee's assurances and promises contained herein not to put himself or herself in a position following Employee's employment with Company in which the confidentiality of Company's information might somehow be compromised. Accordingly, Employee agrees that during Employee's employment with Company, and for a period of two years thereafter, regardless of how Employee's termination occurs and regardless of whether it is with or without cause, Employee will not, directly or indirectly twenty four (whether as owner, partner, consultant, employee or otherwise): (a) engage in, assist or have an interest in, enter the employment of, or act as an agent, advisor or consultant for, any person or entity which is engaged, or will be engaged, in the development, manufacture, supplying or sale of a product, process, apparatus, service or development competitive with a product, process, apparatus, service or development on which Employee worked or with respect to which Employee has or had access to Confidential or Trade Secret Information while at Company relating to surgical techniques utilizing magnetic guidance technology ("Competitive Work"), and which Employee seeks to serve in any market which was being served by Employee at the time of Employee's termination or was served at any time during Employee's last six (624) months of employment by Company; (b) solicitafter its termination, call on, offer to employ or in any manner cause or attempt to cause, or provide any Competitive Work to any customer or active prospective customer of the Company with whom Employee dealt, or on whose account he or she worked for which Employee was responsible, or with respect to which Employee was provided or had access to Confidential and Trade Secret Information to divert, terminate, limit, modify or fail to enter into any existing or potential relationship with Companypartnership, and (c) induce or attempt to induce any individual to whom this clause 11 applies to leave the employment of or to discontinue the supply of the Employee’s services to the Company without the Company's prior written consent (whether or not such action would result in a breach of contract by such individual) nor shall the Employee encourage counsel or procure that individual to do so. This clause 11 shall apply to any individual who is an employee or who provides services to the Company and whom the Employee has managed or with whom the Employee has or has had material and/or regular dealings in the course of the Employee’s employment during the twelve (12) months prior to the termination of the Employee’s employment and who is employed by or has provided services to the Company (or an Associated Company) in a senior or managerial capacity or in any events, marketing, business development role, provided this restriction shall not apply to non-management (clerical or administrative or manual) staff. Without the written prior consent of the Company and whether alone or with others, directly or indirectly for the Employee’s own benefit or the benefit of any person or organisation, the Employee shall not during the Employee’s employment or for a period of twenty four (24) months after its termination: solicit or entice away any client, patient or counterparty of the Company (whether a Company or an individual) with which or whom the Employee has had material and/or regular dealings in the course of the Employee’s duties or, where this provision would apply after the Employee’s employment ends, any time during the twelve (12) months prior to its termination; in competition with the Restricted Business (defined below), seek to procure orders from, deal or carry on business with, or transact business with, any client or counterparty of the Company (whether a company or an individual) with which or whom the Employee has had material and/or regular dealings in the course the Employee’s duties or, where this provision would apply after Employee’s employment ends, any time during the twelve (12) months prior to its termination; engage the services of, render services to or become interested in (as owner, stockholder, partner, lender or other investor, director, officer, employee, consultant or advisor of Company to accept employment or an affiliation involving Competitive Work.otherwise) any business activity that is in competition with the Restricted Business;

Post-Termination Restrictions. Employee recognizes that (i) Company has spent substantial money, time and effort over the years in and in developing its Confidential and Trade Secret Information; (ii) Company pays its employees to, among other things, develop and preserve business information, customer goodwill, customer loyalty and customer contacts for and on behalf of Company, ; and (iii) Company is hereby agreeing to employ and pay Employee based upon Employee's assurances and promises contained herein not to put himself or herself in a position following Employee's employment with Company in which the confidentiality of Company's information might somehow be compromised. Accordingly, Employee agrees that during Employee's employment with Company, and for a period of two years thereafter, regardless of how Employee's termination occurs and regardless of whether it is with or without cause, Employee will not, directly or indirectly (whether as owner, partner, consultant, employee or otherwise): (a) 3.1 engage in, assist or have an interest in, enter the employment of, or act as an agent, advisor or consultant for, any person or entity which is engaged, or will be engaged, in the development, manufacture, supplying or sale of a product, process, apparatus, service or development which is competitive with a product, process, apparatus, service or development on which Employee worked or with respect to which Employee has or had access to Confidential or Trade Secret Information while at Company relating to surgical techniques utilizing magnetic guidance technology ("Competitive Work"), and which Employee seeks to serve in any market which was being served by Employee at the time of Employee's termination or was served at any time during Employee's last six (6) months of employment by Company. Competitive Work shall be limited to the field of magnetic instrument guidance and related therapeutic agents; (b) 3.2 solicit, call on, on or in any manner cause or attempt to cause, or provide any Competitive Work to any customer or active prospective customer of the Company with whom Employee dealt, or on whose account he or she worked for which Employee was responsible, or with respect to which Employee was provided or had access to Confidential and Trade Secret Information to divert, terminate, limit, modify or fail to enter into any existing or potential relationship with Company, ; and (c) 3.3 induce or attempt to induce any Employee, consultant or advisor of Company to accept employment or an affiliation involving Competitive Workwith an organization other than Stereotaxis.

Post-Termination Restrictions. Employee recognizes that (i) Company has spent substantial money, time and effort over the years in developing and solidifying its relationships with its customers and suppliers and in developing its Confidential and Trade Secret Information; (ii) long-term customer relationships often can be difficult to develop and require a significant investment of time, effort and expense; (iii) Company pays has paid its employees to, among other things, develop and preserve business information, customer goodwill, customer loyalty and customer contacts for and on behalf of Company, ; and (iiiiv) Company is hereby agreeing to employ and pay Employee based upon Employee's assurances and promises contained herein not to divert goodwill of customers or suppliers of Company, either individually or on a combined basis, or to put himself or herself in a position following Employee's employment with Company in which the confidentiality of Company's information Confidential Information might somehow be compromised. Accordingly, Employee agrees that during Employee's employment with Company, the Employment Period and for a the period of two years thereaftertime set forth below following termination of employment, regardless provided termination is in accordance with the terms of how Employee's termination occurs and regardless paragraph 4(b) or (c) or due to expiration of whether it is with or without causethe Employment Period, Employee will not, directly or indirectly (whether as owner, partner, consultant, employee or otherwise): (a) for three (3) years, engage in, assist or have an interest in, or enter the employment of, of or act as an agent, advisor or consultant for, any person or entity which is engagedengaged in, or will be engagedengaged in, in the development, manufacture, supplying or sale of a product, process, apparatus, service or development which is competitive with a product, process, apparatus, service or development on which Employee worked or with respect to which Employee has or had access to Confidential or Trade Secret Information while at Company relating to surgical techniques utilizing magnetic guidance technology ("Competitive WorkRestricted Activity"), and which Employee seeks to serve in is located within 100 miles of any market which was being served by Employee at the time of Employee's termination or was served at any time during Employee's last six (6) months of employment by CompanyCompany retail store; (b) for three (3) years, solicit, call on, or in any manner cause or attempt to cause, on or provide any Competitive Work Restricted Activity to any customer or active prospective customer of Company which was a customer or supplier of Company at any time during the Company with whom Employee dealtmost recent twelve (12) months of Employee's employment by Company, or on whose account he cause or she worked for which Employee was responsible, or with respect attempt to which Employee was provided or had access to Confidential and Trade Secret Information cause such a person to divert, terminate, limit, modify or fail to enter into any existing or potential relationship with Company, and; or (c) for three (3) years, induce or attempt to induce any Employeeemployee, consultant or advisor of Company to accept employment or an affiliation involving Competitive WorkRestricted Activity; provided, however, that following termination of his employment, Employee shall be entitled to be an employee of an entity that engages in Restricted Activity so long as: (i) the sale of stuffed animals is not a principal business of the entity; (ii) Employee has no direct or personal involvement in the sale of stuffed animals; and (iii) neither Employee, his relatives, nor any other entities with which he is affiliated own more than 1% of the entity. As used in this paragraph 6, "principal business" shall mean that greater than 10% of revenues received during the twelve (12) months preceding a dispute under this paragraph 6 were derived from the sale of stuffed animals and related products, or otherwise derives revenues from a retail concept that is similar in any material regard to Company.