Common use of Prohibition Against Certain Activities Clause in Contracts

Prohibition Against Certain Activities. You agree that (a) you will not at any time during your employment (other than in the course of your employment) with the Company or any Affiliate thereof, or after any termination of employment, directly or indirectly disclose or furnish to any other person or use for your own or any other person’s account any confidential or proprietary knowledge or any other information which is not a matter of public knowledge obtained during the course of your employment with, or other performance of services for (including service as a director of), the Company or any Affiliate thereof or any predecessor of any of the foregoing, no matter from where or in what manner you may have acquired such knowledge or information, and you shall retain all such knowledge and information in trust for the benefit of the Company, its Affiliates and the successors and assigns of any of them, (b) you will not at any time during your employment with the Company or any Affiliate thereof, or for three (3) years following any termination of employment, directly or indirectly solicit for employment, including, without limitation, recommending to any subsequent employer the solicitation for employment of, any person who at the time of the solicitation is employed by the Company or any Affiliate thereof, (c) you will not at any time during your employment with, or performance of services for (including service as a director of), the Company or any Affiliate thereof or after any termination of employment, publish any statement or make any statement (under circumstances reasonably likely to become public or that might reasonably be expected to become public) critical of the Company or any Affiliate of the Company, or in any way adversely affecting or otherwise maligning the business reputation of any of the foregoing entities, and (d) you will not breach the provisions of Section 9 hereof (any activity described in clause (a), (b), (c) or (d) of this Section 8.1 being herein referred to as a “Prohibited Activity”).

Prohibition Against Certain Activities. You agree The Optionee agrees that (a) you he will not at any time during your his employment (other than in the course of your his employment) with the Company Corporation or any Affiliate thereof, or after any termination of employmentTermination, directly or indirectly disclose or furnish to any other person or use for your his own or any other person’s 's account any confidential or proprietary knowledge or any other information which is not a matter of public knowledge obtained during the course of your his employment with, or other performance of services for (including service as a director of), the Company Corporation or any Affiliate thereof or any predecessor of any of the foregoing, no matter from where or in what manner you the Optionee may have acquired such knowledge or information, and you he shall retain all such knowledge and information in trust for the benefit of the CompanyCorporation, its Affiliates and the successors and assigns of any of them, (b) you if he is Terminated, he will not at any time during your employment with the Company or any Affiliate thereof, or for three (3) years following any termination of employment, the Termination directly or indirectly solicit for employment, including, without limitation, recommending to any subsequent employer the solicitation for employment of, any person who at the time of the solicitation is employed by the Company Corporation or any Affiliate thereof, (c) you he will not at any time during your his employment with, or performance of services for (including service as a director of), the Company Corporation or any Affiliate thereof or any predecessor of any of the foregoing, or after any termination of employmentTermination, publish any statement or make any statement (under circumstances reasonably likely to become public or that he might reasonably be expected expect to become public) critical of the Company Corporation or any Affiliate of the CompanyCorporation, or in any way adversely affecting or otherwise maligning the business or reputation of any of the foregoing entitiesforegoing, and (d) you he will not breach the provisions of Section 9 6.1 hereof (any activity described in clause (a), (b), (c) or (d) of this Section 8.1 7.1 being herein referred to as a “"Prohibited Activity”").

Prohibition Against Certain Activities. You agree The Employee agrees that (a) you the Employee will not at any time during your the Employee's employment (other than in the course of your such employment) with the Company or any Affiliate thereof, or after any termination of employmenta Termination, directly or indirectly disclose or furnish to any other person Person or use for your the Employee's own or any other person’s Person's account any confidential or proprietary knowledge or information or any other information which is not a matter of public knowledge and which was obtained during the course of your Employee's employment with, or other performance of services for (including service as a director of)for, the Company or any Affiliate thereof or any predecessor of any of the foregoing, no matter from where or in what manner you the Employee may have acquired such knowledge or information, and you the Employee shall retain all such knowledge and information in trust for the benefit of the Company, its Affiliates and the successors and assigns of any of them, (b) you if the Employee is Terminated, the Employee will not at any time during your employment with the Company or any Affiliate thereof, or for three (3) years following any termination of employment, such Termination directly or indirectly solicit for employment, including, including without limitation, limitation recommending to any subsequent employer the solicitation for employment of, any person who at the time employee of the solicitation is employed by the Company or any Affiliate thereofCompany, (c) you the Employee will not not, at any time during your the Employee's employment with, or performance of services for (including service as a director of), with the Company or any Affiliate thereof or after any termination of employmenta Termination, publish any statement or make any statement (under circumstances reasonably likely to become public or that the Employee might reasonably be expected expect to become public) critical of the Company or any Affiliate of the Company, or in any way adversely affecting or otherwise maligning the business or reputation of any of the foregoing entities, and (d) you the Employee will not breach the provisions of Section 9 2.1 hereof (any activity described in prohibited by clause (a), (b), (c) or (d) of this Section 8.1 3.1 being herein referred to as a “"Prohibited Activity”").

Prohibition Against Certain Activities. You agree The Optionee agrees that (a) you the Optionee will not at any time during your employment (a) disclose or furnish to any other Person or use for the Optionee’s own or any other Person’s account any Confidential or Proprietary Information (other than in the course of your employment) with the Company or any Affiliate thereof, or after any termination of employment, directly or indirectly disclose or furnish to any other person or use for your own or any other personOptionee’s account any confidential or proprietary knowledge or any other information which is not a matter of public knowledge obtained during the course of your employment with, or other performance of services for (including service as a director of), the Company or any Affiliate thereof or any predecessor of any of the foregoing, no matter from where or in what manner you may have acquired such knowledge or information, and you shall retain all such knowledge and information in trust for the benefit of the Company, its Affiliates and the successors and assigns of any of them, (b) you will not at any time during your employment with the Company or any of its subsidiaries, if the Optionee is an employee of the Company or any of its subsidiaries) except for Permitted Disclosures (a “Prohibited Disclosure”), (b) commit a breach of the provisions of Section 7.1 (a “Prohibited Transfer”), (c) publish or make any disparaging statements about the Company, any Affiliate thereofof the Company or any of their directors, officers or for three employees, under circumstances where it is reasonably foreseeable that the statement will be made public, (3d) years following any termination of employment, directly or indirectly solicit for employment, including, including without limitation, recommending to any subsequent employer the solicitation for employment of, or hire any person who at the time employee of the solicitation is employed by the Company or any Affiliate thereof, or (ce) you will not at directly or indirectly, on behalf of himself or herself or on behalf of any time during your employment withother person, firm, partnership, corporation, association or performance other entity, (i) call upon any of services for (including service as a director of), the Company customers or any Affiliate thereof or after any termination of employment, publish any statement or make any statement (under circumstances reasonably likely to become public or that might reasonably be expected to become public) critical clients of the Company or any Affiliate its Affiliates (or potential customers or clients whose business the Optionee solicited on behalf of the Company or its Affiliates or about whose needs the Optionee gained information during his or her employment or business relationship with the Company) for the purpose of soliciting or providing any product or service similar to that provided by the Company or its Affiliates, or in any way adversely affecting (ii) divert or otherwise maligning the business reputation of take away, or attempt to divert or take away any of the customers, clients, business or patrons of the Company or its Affiliates (or potential customers or clients whose business the Optionee solicited on behalf of the Company or its Affiliates or about whose needs the Optionee gained information during his or her employment or business relationship with the Company); provided, that the foregoing entities, and clauses (d) you will not breach the provisions of Section 9 hereof and (any activity described in clause e) (a)each, (b), (c) or (d) of this Section 8.1 being herein referred to as a “Prohibited ActivitySolicitation”) shall expire on the second anniversary of the Relevant Date).

Prohibition Against Certain Activities. You agree The Stockholder agrees that (a) you he will not at any time during your his employment (other than in the course of your his employment) with the Company Corporation or any Affiliate affiliate thereof, or after any termination of employmentTermination, directly or indirectly disclose or furnish to any other person or use for your his own or any other person’s 's account any confidential or proprietary knowledge or any other information which is not a matter of public knowledge obtained during the course of your his employment with, or other performance of services for (including service as a director of)for, the Company Corporation or any Affiliate affiliate thereof or any predecessor of any of the foregoing, no matter from where or in what manner you the Stockholder may have acquired such knowledge or information, and you he shall retain all such knowledge and information in trust for the benefit of the CompanyCorporation, its Affiliates affiliates and the successors and assigns of any of them, (b) you if he is Terminated, he will not at any time during your employment with the Company or any Affiliate thereof, or for three (3) years following any termination of employment, the Termination directly or indirectly solicit for employment, including, without limitation, recommending to any subsequent employer the solicitation for employment of, any person who at the time of the solicitation is employed by the Company Corporation or any Affiliate affiliate thereof, (c) you he will not at any time during your his employment with, or performance of services for (including service as a director of), the Company or any Affiliate thereof or after any termination of employment, Termination publish any statement or make any statement (under circumstances reasonably likely to become public or that he might reasonably be expected expect to become public) critical of the Company Corporation or any Affiliate affiliate of the CompanyCorporation, or in any way adversely affecting or otherwise maligning the business or reputation of any of the foregoing entities, and (d) you the Stockholder will not breach the provisions of Section 9 2.1 hereof (any activity described in clause (a), (b), (c) or (d) of this Section 8.1 3.1 being herein referred to as a “"Prohibited Activity”").

Prohibition Against Certain Activities. You agree The Employee agrees that (a) you the Employee will not at any time during your the Employee's employment (other than in the course of your such employment) with the Company or any Affiliate thereof, or after any termination of employmenta Termination, directly or indirectly disclose or furnish to any other person Person or use for your the Employee's own or any other person’s Person's account any confidential or proprietary knowledge or information or any other information which is not a matter of public knowledge and which was obtained during in the course of your the Employee's employment with, or other performance of services for (including service as a director of)for, the Company or any Affiliate thereof or any predecessor of any of the foregoing, no matter from where or in what manner you the Employee may have acquired such knowledge or information, and you the Employee shall retain all such knowledge and information in trust for the benefit of the Company, its Affiliates and the successors and assigns of any of them, (b) you if the Employee is Terminated, the Employee will not at any time during your employment with the Company or any Affiliate thereof, or for three (3) years 18 months following any termination of employment, such Termination directly or indirectly solicit for employment, including, including without limitation, limitation recommending to any subsequent employer the solicitation for employment of, any person who at the time employee of the solicitation is employed by the Company (other than such Employee's secretary or any Affiliate thereofadministrative assistant), (c) you the Employee will not at any time during your the Employee's employment with, or performance of services for (including service as a director of), with the Company or any Affiliate thereof or after any termination of employment, a Termination publish any statement or make any statement (under circumstances reasonably likely to become public or that the Employee might reasonably be expected expect to become public) critical of the Company or any Affiliate of the Company, or in any way adversely affecting or otherwise maligning the business or reputation of any of the foregoing entities, and (d) you the Employee will not breach the provisions of Section 9 3.1 hereof (any activity described in prohibited by clause (a), (b), (c) or (d) of this Section 8.1 4.1 being herein referred to as a “"Prohibited Activity”").

Prohibition Against Certain Activities. You agree that (a) you The Optionee agrees that, to the extent permitted by applicable law, the Optionee will not at any time during your employment (a) disclose or furnish to any other Person or use for the Optionee’s own or any other Person’s account any Confidential or Proprietary Information (as defined in the Plan) (other than in the course of your employment) with the Company or any Affiliate thereof, or after any termination of employment, directly or indirectly disclose or furnish to any other person or use for your own or any other personOptionee’s account any confidential or proprietary knowledge or any other information which is not a matter of public knowledge obtained during the course of your employment with, or other performance of services for (including service as a director of), the Company or any Affiliate thereof or any predecessor of any of the foregoing, no matter from where or in what manner you may have acquired such knowledge or information, and you shall retain all such knowledge and information in trust for the benefit of the Company, its Affiliates and the successors and assigns of any of them, (b) you will not at any time during your employment with the Company or any of its subsidiaries, if the Optionee is an employee of the Company or any of its subsidiaries) except for Permitted Disclosures (as defined in the Plan) (a “Prohibited Disclosure”), (b) commit a breach of the provisions of Section 7.1 (a “Prohibited Transfer”), (c) publish or make any disparaging statements about the Company, any Affiliate thereofof the Company or any of their directors, officers or employees, under circumstances where it is reasonably foreseeable that the statement will be made public, except for three Permitted Disclosures, (3d) years following any termination of employment, directly or indirectly solicit for employment, including, including without limitation, recommending to any subsequent employer the solicitation for employment of, or hire any person who at the time employee of the solicitation is employed by the Company or any Affiliate thereof, (ce) you will not at directly or indirectly, on behalf of himself or herself or on behalf of any time during your employment withother person, firm, partnership, corporation, association or performance other entity, (i) call upon any of services for (including service as a director of), the Company customers or any Affiliate thereof or after any termination of employment, publish any statement or make any statement (under circumstances reasonably likely to become public or that might reasonably be expected to become public) critical clients of the Company or any Affiliate its Affiliates (or potential customers or clients whose business the Optionee solicited on behalf of the Company or its Affiliates or about whose needs the Optionee gained information during his or her employment or business relationship with the Company) for the purpose of soliciting or providing any product or service similar to that provided by the Company or its Affiliates, or in any way adversely affecting (ii) divert or otherwise maligning the business reputation of take away, or attempt to divert or take away any of the customers, clients, business or patrons of the Company or its Affiliates (or potential customers or clients whose business the Optionee solicited on behalf of the Company or its Affiliates or about whose needs the Optionee gained information during his or her employment or business relationship with the Company) or (f) engage in any Competitive Activity; provided, that the foregoing entities, and clauses (d) you will not breach the provisions of Section 9 hereof and (any activity described in clause e) (a)each, (b), (c) or (d) of this Section 8.1 being herein referred to as a “Prohibited ActivitySolicitation”)) shall expire on the second anniversary of the Relevant Date (as defined in the Plan) and the foregoing clause (f) shall expire on the first anniversary of the Relevant Date.

Prohibition Against Certain Activities. You agree that (a) you will not at any time during your employment (other than in the course of your employment) with the Company Corporation or any Affiliate thereof, or after any termination of employment, directly or indirectly disclose or furnish to any other person or use for your own or any other person’s account any confidential or proprietary knowledge or any other information which is not a matter of public knowledge obtained during the course of your employment with, or other performance of services for (including service as a director of), the Company Corporation or any Affiliate thereof or any predecessor of any of the foregoing, no matter from where or in what manner you may have acquired such knowledge or information, and you shall retain all such knowledge and information in trust for the benefit of the CompanyCorporation, its Affiliates and the successors and assigns of any of them, (b) you will not at any time during your employment with the Company Corporation or any Affiliate thereof, or for three (3) years following any termination of employment, directly or indirectly solicit for employment, including, without limitation, recommending to any subsequent employer the solicitation for employment of, any person who at the time of the solicitation is employed by the Company Corporation or any Affiliate thereof, (c) you will not at any time during your employment with, or performance of services for (including service as a director of), the Company Corporation or any Affiliate thereof or after any termination of employment, publish any statement or make any statement (under circumstances reasonably likely to become public or that might reasonably be expected to become public) critical of the Company Corporation or any Affiliate of the CompanyCorporation, or in any way adversely affecting or otherwise maligning the business reputation of any of the foregoing entities, and (d) you will not breach the provisions of Section 9 hereof (any activity described in clause (a), (b), (c) or (d) of this Section 8.1 being herein referred to as a “Prohibited Activity”).

Prohibition Against Certain Activities. You agree The Optionee agrees that (a) you the Optionee will not at any time during your his or her employment (other than in the course of your his or her employment) with the Company Corporation or any Affiliate thereof, or after any termination of employment, directly or indirectly disclose or furnish to any other person or use for your the Optionee’s own or any other person’s account any confidential or proprietary knowledge or any other information which is not a matter of public knowledge obtained during the course of your his or her employment with, or other performance of services for (including service as a director of), the Company Corporation or any Affiliate thereof or any predecessor of any of the foregoing, no matter from where or in what manner you the Optionee may have acquired such knowledge or information, and you the Optionee shall retain all such knowledge and information in trust for the benefit of the CompanyCorporation, its Affiliates and the successors and assigns of any of them, (b) you the Optionee will not at any time during your his or her employment with the Company Corporation or any Affiliate thereof, or for three (3) years following any termination of employment, directly or indirectly solicit for employment, including, without limitation, recommending to any subsequent employer the solicitation for employment of, any person who at the time of the solicitation is employed by the Company Corporation or any Affiliate thereof, (c) you the Optionee will not at any time during your his or her employment with, or performance of services for (including service as a director of), the Company Corporation or any Affiliate thereof or after any termination of employment, publish any statement or make any statement (under circumstances reasonably likely to become public or that he might reasonably be expected expect to become public) critical of the Company Corporation or any Affiliate of the CompanyCorporation, or in any way adversely affecting or otherwise maligning the business reputation of any of the foregoing entities, and (d) you the Optionee will not breach the provisions of Section 9 hereof (any activity described in clause (a), (b), (c) or (d) of this Section 8.1 being herein referred to as a “Prohibited Activity”).

Prohibition Against Certain Activities. You agree The Employee agrees that (a) you the Employee will not not, at any time during your the Employee's employment (other than in the course of your such employment) with the Company or any Affiliate thereof, thereof or after any termination of employmenta Termination, directly or indirectly disclose or furnish to any other person Person or use for your the Employee's own or any other person’s Person's account any confidential or proprietary knowledge or information or any other information which is not a matter of public knowledge and which was obtained during in the course of your the Employee's employment with, or other performance of services for (including service as a director of)for, the Company or any Affiliate thereof or any predecessor of any of the foregoing, no matter from where or in what manner you the Employee may have acquired such knowledge or information, and you the Employee shall retain all such knowledge and information in trust for the benefit of the Company, its Affiliates and the successors and assigns of any of them, (b) you if the Employee is Terminated, the Employee will not at any time during your employment with the Company or any Affiliate thereof, or for three (3) years 18 months following any termination of employment, such Termination directly or indirectly solicit for employment, including, including without limitation, limitation recommending to any subsequent employer the solicitation for employment of, any person who at the time employee of the solicitation is employed by the Company (other than such Employee's secretary or any Affiliate thereofadministrative assistant), (c) you the Employee will not not, at any time during your the Employee's employment with, or performance of services for (including service as a director of), with the Company or any Affiliate thereof or after any termination of employmenta Termination, publish any statement or make any statement (under circumstances reasonably likely to become public or that the Employee might reasonably be expected expect to become public) critical of the Company or any Affiliate of the Company, or in any way adversely affecting or otherwise maligning the business or reputation of any of the foregoing entities, and (d) you the Employee will not breach the provisions of Section 9 3.1 hereof (any activity described in prohibited by clause (a), (b), (c) or (d) of this Section 8.1 4.1 being herein referred to as a “"Prohibited Activity”").

Prohibition Against Certain Activities. You agree The Employee agrees that (a) you the Employee will not not, at any time during your the Employee's employment (other than in the course of your such employment) with the Company or any Affiliate thereof, thereof or after any termination of employmenta Termination, directly or indirectly disclose or furnish to any other person Person or use for your the Employee's own or any other person’s Person's account any confidential or proprietary knowledge or information or any other information which is not a matter of public knowledge and which was obtained during the course of your Employee's employment with, or other performance of services for (including service as a director of)for, the Company or any Affiliate thereof or any predecessor of any of the foregoing, no matter from where or in what manner you the Employee may have acquired such knowledge or information, and you the Employee shall retain all such knowledge and information in trust for the benefit of the Company, its Affiliates and the successors and assigns of any of them, (b) you if the Employee is Terminated, the Employee will not at any time during your employment with the Company or any Affiliate thereof, or for three (3) years following any termination of employment, such Termination directly or indirectly solicit for employment, including, including without limitation, limitation recommending to any subsequent employer the solicitation for employment of, any person who at the time employee of the solicitation is employed by the Company or any Affiliate thereof, (c) you the Employee will not not, at any time during your the Employee's employment with, or performance of services for (including service as a director of), with the Company or any Affiliate thereof or after any termination of employmenta Termination, publish any statement or make any statement (under circumstances reasonably likely to become public or that the Employee might reasonably be expected expect to become public) critical of the Company or any Affiliate of the Company, or in any way adversely affecting or otherwise maligning the business or reputation of any of the foregoing entities, and (d) you the Employee will not breach the provisions of Section 9 3.1 hereof (any activity described in prohibited by clause (a), (b), (c) or (d) of this Section 8.1 4.1 being herein referred to as a “"Prohibited Activity”").

Prohibition Against Certain Activities. You agree that (a) you will not at any time during your employment or your service as a member of the Board (other than in the course of your employmentemployment or Board service) with the Company or any Affiliate thereof, or after any termination of employmentemployment or service as a member of the Board, directly or indirectly disclose or furnish to any other person or use for your own or any other person’s account any confidential or proprietary knowledge or any other information which is not a matter of public knowledge obtained during the course of your employment with, or other performance of services for (including service as a director of), the Company or any Affiliate thereof or any predecessor of any of the foregoing, no matter from where or in what manner you may have acquired such knowledge or information, and you shall retain all such knowledge and information in trust for the benefit of the Company, its Affiliates and the successors and assigns of any of them, (b) you will not at any time during your employment or service as a member of the Board with the Company or any Affiliate thereof, or for three (3) years following any termination of employmentemployment or service as a member of the Board, directly or indirectly solicit for employment, including, without limitation, recommending to any subsequent employer the solicitation for employment of, any person who at the time of the solicitation is employed by the Company or any Affiliate thereof, (c) you will not at any time during your employment with, or performance of services for (including service as a director of), the Company or any Affiliate thereof or after any termination of employmentemployment or service as a member of the Board, publish any statement or make any statement (under circumstances reasonably likely to become public or that might reasonably be expected to become public) critical of the Company or any Affiliate of the Company, or in any way adversely affecting or otherwise maligning the business reputation of any of the foregoing entities, and (d) you will not breach the provisions of Section 9 hereof (any activity described in clause (a), (b), (c) or (d) of this Section 8.1 being herein referred to as a “Prohibited Activity”).