Common use of Prohibited Behavior Clause in Contracts

Prohibited Behavior. To the extent permitted by applicable law, Executive shall not engage in the following behavior anywhere where the Employer or its affiliates sell products, conduct business, or plan to conduct business as of the date of this Agreement or, if applicable, the date of Executive’s cessation of employment with the Employer (the “Employer’s Business”): (a) During Executive’s employment, Executive shall not own an interest in, operate or participate in, or be connected as an officer, director, employee, agent, independent contractor, partner, shareholder, member or principal of any business entity or person producing, designing, providing, soliciting orders for, selling, distributing, or marketing products, goods, or services that compete with Employer’s business; (b) During Executive’s employment and for a 24 month period thereafter, Executive shall not, directly or indirectly, either for himself or any other person, induce or attempt to induce any customer, supplier, vendor, licensor, licensee or other business affiliate of the Employer or any affiliate with whom Executive had direct contact with to (i) reduce the business it does with the Employer, or (ii) do business with any competitor or potential competitor of Employer’s Business. (c) Executive shall not undertake any employment or activity competitive with the Employer’s Business, including without limitation the inducement or solicitation of the Employer or its affiliates’ customer, supplier, vendor, licensor, licensee or other business affiliate, if the duties or work of, in connection with or related to such competitive employment or activity would cause Executive to reveal or use any Confidential Material or Proprietary Information. The restriction set forth in this Section shall not be limited to a particular time or geographical area. (d) During Executive’s employment and for a 24 month period thereafter, Executive shall not, directly or indirectly, either for himself or any other person, induce or attempt to induce any employee or independent contractor of the Employer or any affiliate to terminate their employment or contract with the Employer. (e) Notwithstanding the restrictions set forth in this Section 4.3, Executive may purchase or otherwise acquire up to one percent (1%) of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange.