Common use of Confidentiality and Non-Competition Clause in Contracts

Confidentiality and Non-Competition. (a) In view of the unique and valuable services it is expected the Executive will render to the Company, the Executive's knowledge of the customers, trade secrets, and other proprietary information relating to the business of the Company and its customers and suppliers, and in consideration of the compensation to be received hereunder, the Executive agrees that he will not, during his employment with the Company and for a period of (i) three years thereafter if the Executive is terminated for Cause pursuant to Section 7(a) hereof or if Executive voluntarily terminates this Agreement or (ii) twelve (12) months thereafter if the Executive is terminated other than for Cause or for Permanent Disability (each of (i) and (ii), a "Noncompete Period") except on behalf of the Company: (a) directly or indirectly engage or have an interest (whether as owner, partner, lender, consultant, employee, agent, supplier, distributor or otherwise) in any business, activity or enterprise which competes with any material businesses or operations of the Company or any of the Company's affiliates (including Xxxxxxxx) at any time during his employment with the Company; (b) directly or indirectly employ or otherwise engage, or offer to employ or otherwise engage, any person who is then (or was at any time within three months prior to the time of such employment, engagement or offer thereof) an employee, sales representative or agent of the Company or any of the Company's affiliates (including Xxxxxxxx); or (c) solicit any business from any person or entity that during his employment with the Company has been a customer of the Company or any of the Company's affiliates (including Xxxxxxxx) or directly or indirectly induce or influence any customer, supplier or other person that has a business relationship with the Company or any of the Company's affiliates (including Xxxxxxxx) to discontinue or reduce the extent of such relationship with the Company or any of the Company's affiliates (including Xxxxxxxx). Notwithstanding the foregoing, however, if the Executive's employment hereunder continues until the fifth anniversary of the Effective Time, then (subject to the immediately following sentence), the Executive shall not, upon termination of the Executive's employment hereunder, be subject to the restrictions and limitations set forth in clause (a) above, subject to the right of the Company to enforce clause (a) above for a period beginning on the date of termination of the Executive's employment hereunder and ending no more than eighteen (18) months after such date (the "Optional Period") upon payment to the Executive of an amount equal to the Executive's then current rate of salary for the Optional Period. Notwithstanding the immediately preceding sentence, if prior to the fifth anniversary of the Effective Time, the Company offers the Executive continued employment at his then current rate of salary and otherwise on terms (excluding the employment term) not substantially less favorable to the Executive as those provided for in this Agreement (as modified or amended from time to time) and the Executive rejects said offer, then the Noncompete Period referred to in clause (ii) above shall remain in effect with respect to all of clauses (a), (b) and (c) above for eighteen (18) months from the date the Executive's employment is terminated. In addition, the Executive shall never use or divulge (unless available in the public domain not due to Executive's disclosure in violation of this Agreement) any trade secrets, customer or supplier lists, pricing information, marketing arrangements or strategies, business plans, internal performance statistics, training manuals or other information concerning the Company or its affiliates that is confidential, except on behalf of the Company, and shall not knowingly make false or misleading or negative statements, either orally or in writing, about the Company or its affiliates (including Xxxxxxxx), or their respective directors, officers or employees. Because the breach or attempted breach of this Section 8 will result in immediate and irreparable injury to the Company for which the Company will not have an adequate remedy at law, the Company shall be entitled, in addition to all other remedies, to a decree of specific performance of this covenant and to a temporary and permanent injunction enjoining such breach, without posting bond or furnishing similar security. The provisions of this Section 8 are in addition to and independent of any agreements or covenants contained in any other agreement between the Company and the Executive. If any restriction contained in this Section 8 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby. Notwithstanding any of the foregoing, the Executive (i) may have an interest (whether as owner, partner, lender, consultant, employee or agent but not as distributor or supplier) in any manufacturer that sells products exclusively and directly to health care practitioners rather than through distributors or (ii) hold up to 2% of the outstanding shares of any class of stock of a publicly traded entity.

Confidentiality and Non-Competition. (a) In view of the unique and valuable services it is expected the Executive will render to the Company, the Executive's knowledge of the customers, trade secrets, and other proprietary information relating to the business of the Company and its customers and suppliers, and in consideration of (i) Nine Hundred Fifty Thousand Dollars ($950,000), payable to the Executive within 60 days of the third anniversary of the date of this Agreement and (ii) the compensation to be received hereunder, the Executive agrees that he will not, during his employment with the Company and for a period of (i) three years thereafter if the Executive is terminated for Cause pursuant to Section 7(a) hereof or if Executive voluntarily terminates this Agreement or (ii) twelve (12) months thereafter if the Executive is terminated other than for Cause or for Permanent Disability (each of (i) and (ii), a "Noncompete Period") except on behalf of the Company: (a) directly or indirectly engage or have an interest (whether as owner, partner, lender, consultant, employee, agent, supplier, supplier distributor or otherwise) in any business, activity or enterprise which competes with any material businesses or operations of the Company or any of the Company's affiliates (including Xxxxxxxx) at any time during his employment with the CompanyCompany provided, however, that Executive may be employed by or otherwise interested in the businesses listed on Schedule 1; (b) directly or indirectly employ or otherwise engage, or offer to employ or otherwise engage, any person who is then (or was at any time within three months prior to the time of such employment, engagement or offer thereof) an employee, sales representative or agent of the Company or any of the Company's affiliates (including Xxxxxxxx); or (c) solicit any business from any person or entity that during his employment with the Company has been a customer of the Company or any of the Company's affiliates (including Xxxxxxxx) or directly or indirectly induce or influence any customer, supplier or other person that has a business relationship with the Company or any of the Company's affiliates (including Xxxxxxxx) to discontinue or reduce the extent of such relationship with the Company or any of the Company's affiliates (including Xxxxxxxx). Notwithstanding the foregoing, however, if the Executive's employment hereunder continues until the fifth anniversary of the Effective Time, then (subject to the immediately following sentence), the Executive shall not, upon termination of the Executive's employment hereunder, be subject to the restrictions and limitations set forth in clause (a) above, subject to the right of the Company to enforce clause (a) above for a period beginning on the date of termination of the Executive's employment hereunder and ending no more than eighteen (18) months after such date (the "Optional Period") upon payment to the Executive of an amount equal to the Executive's then current rate of salary for the Optional Period. Notwithstanding the immediately preceding sentence, if prior to the fifth anniversary of the Effective Time, the Company offers the Executive continued employment at his then current rate of salary and otherwise on terms (excluding the employment term) not substantially less favorable to the Executive as those provided for in this Agreement (as modified or amended from time to time) and the Executive rejects said offer, then the Noncompete Period referred to in clause (ii) above shall remain in effect with respect to all of clauses (a), (b) and (c) above for eighteen (18) months from the date the Executive's employment is terminated. In addition, the Executive shall never use or divulge (unless available in the public domain not due to Executive's disclosure in violation of this Agreement) any trade secrets, customer or supplier lists, pricing information, marketing arrangements or strategies, business plans, internal performance statistics, training manuals or other information concerning the Company or its affiliates that is confidential, except on behalf of the Company, and shall not knowingly make false or misleading or negative statements, either orally or in writing, about the Company or its affiliates (including Xxxxxxxx), or their respective directors, officers or employees. Because the breach or attempted breach of this Section 8 will result in immediate and irreparable injury to the Company for which the Company will not have an adequate remedy at law, the Company shall be entitled, in addition to all other remedies, to a decree of specific performance of this covenant and to a temporary and permanent injunction enjoining such breach, without posting bond or furnishing similar security. The provisions of this Section 8 are in addition to and independent of any agreements or covenants contained in any other agreement between the Company and the Executive. If any restriction contained in this Section 8 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby. Notwithstanding any of the foregoing, forgoing the Executive (i) may have an interest (whether as owner, partner, lender, consultant, employee or agent but not as a distributor or supplier) in any manufacturer that sells its products exclusively and directly to health care practitioners rather than through distributors or (ii) hold up to 2% of the outstanding shares of any class of stock of a publicly traded entity.

Confidentiality and Non-Competition. (a) In view of the unique and valuable services it is expected the Executive will render to the Company, the Executive's knowledge of the customers, trade secrets, and other proprietary information relating to the business of the Company and its customers and suppliers, suppliers and in consideration of (i) Five Hundred Fifty Thousand Dollars ($550,000) payable within 60 days of the third anniversary of the date of this Agreement and (ii) the compensation to be received hereunder, the Executive agrees that he will not, during his employment with the Company and for a period of (i) three five years thereafter if the Executive is terminated for Cause pursuant to Section 7(a) hereof or if Executive voluntarily terminates this Agreement or (ii) twelve (12) months thereafter if the Executive is terminated other than for Cause or for Permanent Disability (each of (i) and (ii), a "Noncompete Period") except on behalf of the Company: (a) directly or indirectly engage or have an interest (whether as owner, partner, lender, consultant, employee, agent, supplier, distributor or otherwise) in any business, activity or enterprise which competes with any material businesses or operations of the Company or any of the Company's affiliates (including Xxxxxxxx) at any time during his employment with the Company; (b) directly or indirectly employ or otherwise engage, or offer to employ or otherwise engage, any person who is then (or was at any time anytime within three months prior to the time of such employment, engagement or offer thereof) an employee, sales representative or agent of the Company or any of the Company's affiliates (including Xxxxxxxx); or (c) solicit any business from any person or entity that during his employment with the Company has been a customer of the Company or any of the Company's affiliates (including Xxxxxxxx) or directly or indirectly induce or influence any customer, supplier or other person that has a business relationship with the Company or any of the Company's affiliates (including Xxxxxxxx) to discontinue or reduce the extent of such relationship with the Company or any of the Company's affiliates (including Xxxxxxxx). Notwithstanding the foregoing, however, if the Executive's employment hereunder continues until the fifth anniversary of the Effective Time, then (subject to the immediately following sentence), the Executive shall not, upon termination of the Executive's employment hereunder, be subject to the restrictions and limitations set forth in clause (a) above, subject to the right of the Company to enforce clause (a) above for a period beginning on the date of termination of the Executive's employment hereunder and ending no more than eighteen (18) months after such date (the "Optional Period") upon payment to the Executive of an amount equal to the Executive's then current rate of salary for the Optional Period. Notwithstanding the immediately preceding sentence, if prior to the fifth anniversary of the Effective Time, the Company offers the Executive continued employment at his then current rate of salary and otherwise on terms (excluding the employment term) not substantially less favorable to the Executive as those provided for in this Agreement (as modified or amended from time to time) and the Executive rejects said offer, then the Noncompete Period referred to in clause (ii) above shall remain in effect with respect to all of clauses (a), (b) and (c) above for eighteen (18) months from the date the Executive's employment is terminated. In addition, the Executive shall never use or divulge (unless available in the public domain not due to the Executive's disclosure in violation of this Agreement) any trade secrets, customer or supplier lists, pricing information, marketing arrangements or strategies, business plans, internal performance statistics, training manuals or other information concerning the Company or its affiliates that is confidential, except on behalf of the Company, and shall not knowingly make false or misleading or negative statements, either orally or in writing, about the Company or its affiliates (including Xxxxxxxx), or their respective directors, officers or employees. Because the breach or attempted breach of this Section 8 will result in immediate and irreparable injury to the Company for which the Company will not have an adequate remedy at law, the Company shall be entitled, in addition to all other remedies, to a decree of specific performance of this covenant and to a temporary and permanent injunction enjoining such breach, without posting bond or furnishing similar security. The provisions of this Section 8 are in addition to and independent of any agreements or covenants contained in any other agreement between the Company and the Executive. If any restriction contained in this Section 8 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby. Notwithstanding any of the foregoing, foregoing the Executive (i) may have an interest (whether as owner, partner, lender, consultant, employee or agent agent, but not as a distributor or supplier) in any manufacturer that sells its products exclusively and directly to health care practitioners rather than through distributors or (ii) hold up to 2% of the outstanding shares of any class of stock of a publicly traded entity.

Confidentiality and Non-Competition. (a) In view of the unique and valuable services it is expected the Executive will render to the Company, the Executive's knowledge of the customers, trade secrets, and other proprietary information relating to the business of the Company and its customers and suppliers, suppliers and in consideration of (i) Five Hundred Fifty Thousand Dollars ($550,000) payable within 60 days of the third anniversary of the date of this Agreement and (ii) the compensation to be received hereunder, the Executive agrees that he will not, during his employment with the Company and for a period of (i) three five years thereafter if the Executive is terminated for Cause pursuant to Section 7(a) hereof or if Executive voluntarily terminates this Agreement or (ii) twelve (12) months thereafter if the Executive is terminated other than for Cause or for Permanent Disability (each of (i) and (ii), a "Noncompete Period") except on behalf of the Company: (a) directly or indirectly engage or have an interest (whether as owner, partner, lender, consultant, employee, agent, supplier, distributor or otherwise) in any business, activity or enterprise which competes with any material businesses or operations of the Company or any of the Company's affiliates (including Xxxxxxxx) at any time during his employment with the Company; provided, however, that Executive may be employed by or otherwise interested in the businesses listed on Schedule 1; (b) directly or indirectly employ or otherwise engage, or offer to employ or otherwise engage, any person who is then (or was at any time anytime within three months prior to the time of such employment, engagement or offer thereof) an employee, sales representative or agent of the Company or any of the Company's affiliates (including Xxxxxxxx); or (c) solicit any business from any person or entity that during his employment with the Company has been a customer of the Company or any of the Company's affiliates (including Xxxxxxxx) or directly or indirectly induce or influence any customer, supplier or other person that has a business relationship with the Company or any of the Company's affiliates (including Xxxxxxxx) to discontinue or reduce the extent of such relationship with the Company or any of the Company's affiliates (including Xxxxxxxx). Notwithstanding the foregoing, however, if the Executive's employment hereunder continues until the fifth anniversary of the Effective Time, then (subject to the immediately following sentence), the Executive shall not, upon termination of the Executive's employment hereunder, be subject to the restrictions and limitations set forth in clause (a) above, subject to the right of the Company to enforce clause (a) above for a period beginning on the date of termination of the Executive's employment hereunder and ending no more than eighteen (18) months after such date (the "Optional Period") upon payment to the Executive of an amount equal to the Executive's then current rate of salary for the Optional Period. Notwithstanding the immediately preceding sentence, if prior to the fifth anniversary of the Effective Time, the Company offers the Executive continued employment at his then current rate of salary and otherwise on terms (excluding the employment term) not substantially less favorable to the Executive as those provided for in this Agreement (as modified or amended from time to time) and the Executive rejects said offer, then the Noncompete Period referred to in clause (ii) above shall remain in effect with respect to all of clauses (a), (b) and (c) above for eighteen (18) months from the date the Executive's employment is terminated. In addition, the Executive shall never use or divulge (unless available in the public domain not due to the Executive's disclosure in violation of this Agreement) any trade secrets, customer or supplier lists, pricing information, marketing arrangements or strategies, business plans, internal performance statistics, training manuals or other information concerning the Company or its affiliates that is confidential, except on behalf of the Company, and shall not knowingly make false or misleading or negative statements, either orally or in writing, about the Company or its affiliates (including Xxxxxxxx), or their respective directors, officers or employees. Because the breach or attempted breach of this Section 8 will result in immediate and irreparable injury to the Company for which the Company will not have an adequate remedy at law, the Company shall be entitled, in addition to all other remedies, to a decree of specific performance of this covenant and to a temporary and permanent injunction enjoining such breach, without posting bond or furnishing similar security. The provisions of this Section 8 are in addition to and independent of any agreements or covenants contained in any other agreement between the Company and the Executive. If any restriction contained in this Section 8 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby. Notwithstanding any of the foregoing, foregoing the Executive (i) may have an interest (whether as owner, partner, lender, consultant, employee or agent agent, but not as a distributor or supplier) in any manufacturer that sells its products exclusively and directly to health care practitioners rather than through distributors or (ii) hold up to 2% of the outstanding shares of any class of stock of a publicly traded entity.

Confidentiality and Non-Competition. (a) In view of the unique and valuable services it is expected the Executive will render to the Company, the Executive's knowledge of the customers, trade secrets, and other proprietary information relating to the business of the Company and its customers and suppliers, and in consideration of (i) an aggregate sum of Two Hundred Fifty-Five Thousand Dollars ($255,000) payable to the Executive in three (3) equal annual installments of Eighty-Five Thousand Dollars ($85,000) commencing on the first anniversary of the date of this Agreement and (ii) the compensation to be received hereunder, the Executive agrees that he will not, during his employment with the Company and for a period of (i) three years thereafter if (the Executive is terminated for Cause pursuant to Section 7(a) hereof or if Executive voluntarily terminates this Agreement or (ii) twelve (12) months thereafter if the Executive is terminated other than for Cause or for Permanent Disability (each of (i) and (ii), a "Noncompete Period") except on behalf of the Company: (a) directly or indirectly engage or have an interest (whether as owner, partner, lender, consultant, employee, agent, supplier, supplier distributor or otherwise) in any business, activity or enterprise which competes with any material businesses or operations of the Company or any of the Company's affiliates (including Xxxxxxxx) at any time during his employment with the Company; (b) directly or indirectly employ or otherwise engage, or offer to employ or otherwise engage, any person who is then (or was at any time within three months prior to the time of such employment, engagement or offer thereof) an employee, sales representative or agent of the Company or any of the Company's affiliates (including Xxxxxxxx); or (c) solicit any business from any person or entity that during his employment with the Company has been a customer of the Company or any of the Company's affiliates (including Xxxxxxxx) or directly or indirectly induce or influence any customer, supplier or other person that has a business relationship with the Company or any of the Company's affiliates (including Xxxxxxxx) to discontinue or reduce the extent of such relationship with the Company or any of the Company's affiliates (including Xxxxxxxx). Notwithstanding the foregoing, however, if the Executive's employment hereunder continues until the fifth anniversary of the Effective TimeTime (or the end of the then applicable renewal period pursuant to Section 6 hereof), then (subject to the immediately following sentence), the Executive shall not, not upon termination of the Executive's his employment hereunder, be subject to the restrictions and limitations set forth in clause (a) above, subject to the right of the Company to enforce clause (a) above for a period beginning on the date of termination of the Executive's employment hereunder and ending no not more than eighteen (18) months after such date (the "Optional Period") upon payment to the Executive of an amount equal to the Executive's then current rate of salary for the Optional Period. Notwithstanding the immediately preceding sentence, if prior to the fifth anniversary of the Effective TimeTime (or the end of the then applicable renewal period pursuant to Section 6 hereof), the Company offers the Executive continued employment at his then current rate gives notice of salary and otherwise on terms (excluding the employment term) not substantially less favorable termination pursuant to the Executive as those provided for in this Agreement (as modified or amended from time to time) and the Executive rejects said offerSection 6, then the Noncompete Period referred to in clause (ii) above Executive shall remain subject to the restrictions and limitations set forth in effect with respect to all of clauses (a), (b) and (c) above for eighteen (18) months from the date the Executive's employment is terminatedfull Noncompete Period. In addition, the Executive shall never use or divulge (unless available in the public domain not due to Executive's disclosure in violation of this Agreement) any trade secrets, customer or supplier lists, pricing information, marketing arrangements or strategies, business plans, internal performance statistics, training manuals or other information concerning the Company or its affiliates that is confidential, except on behalf of the Company, and shall not knowingly make false or misleading or negative statements, either orally or in writing, about the Company or its affiliates (including Xxxxxxxx), or their respective directors, officers or employees. Because the breach or attempted breach of this Section 8 will result in immediate and irreparable injury to the Company for which the Company will not have an adequate remedy at law, the Company shall be entitled, in addition to all other remedies, to a decree of specific performance of this covenant and to a temporary and permanent injunction enjoining such breach, without posting bond or furnishing similar security. The provisions of this Section 8 are in addition to and independent of any agreements or covenants contained in any other agreement between the Company and the Executive. If any restriction contained in this Section 8 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby. Notwithstanding any of the foregoing, forgoing the Executive (i) may have an interest (whether as owner, partner, lender, consultant, employee or agent but not as a distributor or supplier) in any manufacturer that sells its products exclusively and directly to health care practitioners rather than through distributors or (ii) hold up to 2% of the outstanding shares of any class of stock of a publicly traded entity.

Confidentiality and Non-Competition. (a) In view of the unique and valuable services it is expected the Executive will render to the Company, the Executive's knowledge of the customers, trade secrets, and other proprietary information relating to the business of the Company and its customers and suppliers, and in consideration of the compensation to be received hereunder, the Executive agrees that he will not, during his employment with the Company and (x) for a period of (i) three years thereafter if in the Executive is terminated for Cause case of a termination pursuant to Section 7(a7(a)(i) hereof or if Executive voluntarily terminates of this Agreement, (y) for one-half of the unexpired term of this Agreement but not less than one year in case of a termination pursuant to Section 7(a)(ii) of this Agreement or (ii) twelve (12) months thereafter if a termination by the Executive is terminated Company other than for Cause or for Permanent Disability (each pursuant to Section 7(a)(i) of (i) this Agreement, and (ii), z) for two years in case of a "Noncompete Period"non-renewal pursuant to Section 7(e) except on behalf of the Companythis Agreement: (a) directly or indirectly engage or have an interest be interested (whether as owner, partner, lender, consultant, employee, agent, supplier, distributor or otherwise) in any business, activity or enterprise which competes with any material businesses or operations aspect of the business conducted by the Company or any of the Company's affiliates (including XxxxxxxxMBM) at any time during prior to termination of his employment with the Company; (b) except on behalf of the Company, directly or indirectly employ or otherwise engage, or offer to employ or otherwise engage, any person who is then (or was at any time within three months one year prior to the time of such employment, engagement or offer thereof) an employee, employee or sales representative or agent of the Company or any of the Company's affiliates (including XxxxxxxxMBM); or (c) except on behalf of the Company, solicit any business from any person or entity that during his employment with the Company has been a customer of the Company or any of the Company's affiliates (including XxxxxxxxMBM) or directly or indirectly induce or influence any customer, supplier or other person that has a business relationship with the Company or any of the Company's affiliates (including XxxxxxxxMBM) to discontinue or reduce the extent of such relationship with the Company or any of the Company's affiliates (including XxxxxxxxMBM). Notwithstanding ; and provided further, that nothing herein contained shall preclude the foregoing, however, if the Executive's employment hereunder continues until the fifth anniversary Executive (i) from holding not more than two (2%) percent of the Effective Timetotal outstanding stock of a publicly held company, then and (subject to the immediately following sentence), the Executive shall not, upon ii) at any time after termination of the Executive's his employment hereunder, be subject to the restrictions and limitations set forth in clause (a) above, subject to the right soliciting any business from any person or entity that has been a customer of the Company to enforce clause (a) above for a period beginning on the date of termination or any of the ExecutiveCompany's employment hereunder affiliates (including MBM), provided such solicitation does not involve the offer of products or services comparable to, or that could be reasonably deemed in substitution for, products or services theretofore offered by the Company or any of the Company's affiliates (including MBM) and ending (iii) investing in (provided he owns no more than eighteen (185% of the outstanding equity) months after such date (and serving on the "Optional Period") upon payment to the Executive board of directors of an amount equal entity currently developing software to the Executive's then current rate enable manufacturers of salary for the Optional Period. Notwithstanding the immediately preceding sentence, if prior medical products to the fifth anniversary of the Effective Time, the Company offers the Executive continued employment at his then current rate of salary and otherwise on terms (excluding the employment term) not substantially less favorable to the Executive as those provided for in this Agreement (as modified or amended from time to time) and the Executive rejects said offer, then the Noncompete Period referred to in clause (ii) above shall remain in effect with respect to all of clauses (a), (b) and (c) above for eighteen (18) months from the date the Executive's employment is terminatedtrack rebates. In addition, the Executive shall never use or divulge (unless available in the public domain not due to Executive's disclosure in violation of this Agreement) any trade secrets, customer or supplier lists, pricing information, marketing arrangements or strategies, business plans, internal performance statistics, training manuals or other information concerning the Company or its affiliates affil iates that is competitively sensitive or confidential, except on behalf of the Company, and shall not conduct himself in a manner that would reasonably be expected to adversely affect the Company in any material respect, including but not limited to making knowingly make false or false, misleading or negative statements, either orally or in writing, about the Company or its affiliates (including Xxxxxxxx)affiliates, or their respective directors, officers or employees; provided, however, that this sentence shall not apply to the following: (i) information which is already in the public domain at the time of its disclosure to the Executive; (ii) information which, after its disclosure to the Executive, becomes part of the public domain by publication or otherwise other than through the Executive's act; (iii) information which was in the Executive's possession before it was disclosed to him by the Company as shall be evidenced by written documents dated prior to the time of disclosure; (iv) information which the Executive received from a third party having the right to make such disclosure without restriction on disclosure or use thereof; or (v) information which the Executive is legally compelled to disclose. Because the breach or attempted or threatened breach of this Section 8 restrictive covenant will result in immediate and irreparable injury to the Company for which the Company will not have an adequate remedy at law, the Company shall be entitled, in addition to all other remedies, to a decree of specific performance of this covenant and to a temporary and permanent injunction enjoining such breach, without posting bond or furnishing similar security. The provisions of this Section 8 are in addition to and independent of any agreements or covenants contained in any consulting or other agreement between the Company and the Executive. If any restriction contained in this Section 8 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby. Notwithstanding any of the foregoing, the Executive (i) may have an interest (whether as owner, partner, lender, consultant, employee or agent but not as distributor or supplier) in any manufacturer that sells products exclusively and directly to health care practitioners rather than through distributors or (ii) hold up to 2% of the outstanding shares of any class of stock of a publicly traded entity.

Confidentiality and Non-Competition. (a) In view of the unique and valuable services it is expected the Executive will render to the Company, the Executive's knowledge of the customers, trade secrets, and other proprietary information relating to the business of the Company and its customers and suppliers, and in consideration of the compensation to be received hereunder, the Executive agrees that he will not, during his employment with the Company and (x) for a period of (i) three years thereafter if in the Executive is terminated for Cause case of a termination pursuant to Section 7(a7(a)(i) hereof or if Executive voluntarily terminates of this Agreement, (y) for one-half of the unexpired term of this Agreement but not less than one year in case of a termination pursuant to Section 7(a)(ii) of this Agreement or (ii) twelve (12) months thereafter if a termination by the Executive is terminated Company other than for Cause or for Permanent Disability (each pursuant to Section 7(a)(i) of (i) this Agreement, and (ii), z) for two years in case of a "Noncompete Period"non-renewal pursuant to Section 7(e) except on behalf of the Companythis Agreement: (a) directly or indirectly engage or have an interest be interested (whether as owner, partner, lender, consultant, employee, agent, supplier, distributor or otherwise) in any business, activity or enterprise which competes with any material businesses or operations aspect of the business conducted by the Company or any of the Company's affiliates (including XxxxxxxxMBM) at any time during prior to termination of his employment with the Company; (b) except on behalf of the Company, directly or indirectly employ or otherwise engage, or offer to employ or otherwise engage, any person who is then (or was at any time within three months one year prior to the time of such employment, engagement en gagement or offer thereof) an employee, employee or sales representative or agent of the Company or any of the Company's affiliates (including XxxxxxxxMBM); or (c) except on behalf of the Company, solicit any business from any person or entity that during his employment with the Company has been a customer of the Company or any of the Company's affiliates (including XxxxxxxxMBM) or directly or indirectly induce or influence any customer, supplier or other person that has a business relationship with the Company or any of the Company's affiliates (including XxxxxxxxMBM) to discontinue or reduce the extent of such relationship with the Company or any of the Company's affiliates (including XxxxxxxxMBM). Notwithstanding ; and provided further, that nothing herein contained shall preclude the foregoing, however, if the Executive's employment hereunder continues until the fifth anniversary Executive (i) from holding not more than two (2%) percent of the Effective Timetotal outstanding stock of a publicly held company, then and (subject to the immediately following sentence), the Executive shall not, upon ii) at any time after termination of the Executive's his employment hereunder, be subject to the restrictions and limitations set forth in clause (a) above, subject to the right soliciting any business from any person or entity that has been a customer of the Company to enforce clause (a) above for a period beginning on the date of termination or any of the ExecutiveCompany's employment hereunder affiliates (including MBM), provided such solicitation does not involve the offer of products or services comparable to, or that could be reasonably deemed in substitution for, products or services theretofore offered by the Company or any of the Company's affiliates (including MBM) and ending (iii) investing in (provided he owns no more than eighteen (185% of the outstanding equity) months after such date (and serving on the "Optional Period") upon payment to the Executive board of directors of an amount equal entity currently developing software to the Executive's then current rate enable manufacturers of salary for the Optional Period. Notwithstanding the immediately preceding sentence, if prior medical products to the fifth anniversary of the Effective Time, the Company offers the Executive continued employment at his then current rate of salary and otherwise on terms (excluding the employment term) not substantially less favorable to the Executive as those provided for in this Agreement (as modified or amended from time to time) and the Executive rejects said offer, then the Noncompete Period referred to in clause (ii) above shall remain in effect with respect to all of clauses (a), (b) and (c) above for eighteen (18) months from the date the Executive's employment is terminatedtrack rebates. In addition, the Executive shall never use or divulge (unless available in the public domain not due to Executive's disclosure in violation of this Agreement) any trade secrets, customer or supplier lists, pricing information, marketing arrangements or strategies, business plans, internal performance statistics, training manuals or other information concerning the Company or its affiliates that is competitively sensitive or confidential, except on behalf of the Company, and shall not conduct himself in a manner that would reasonably be expected to adversely affect the Company in any material respect, including but not limited to making knowingly make false or false, misleading or negative statements, either orally or in writing, about the Company or its affiliates (including Xxxxxxxx)affiliates, or their respective directors, officers or employees; provided, however, that this sentence shall not apply to the following: (i) information which is already in the public domain at the time of its disclosure to the Executive; (ii) information which, after its disclosure to the Executive, becomes part of the public domain by publication or otherwise other than through the Executive's act; (iii) information which was in the Executive's possession before it was disclosed to him by the Company as shall be evidenced by written documents dated prior to the time of disclosure; (iv) information which the Executive received from a third party having the right to make such disclosure without restriction on disclosure or use thereof; or (v) information which the Executive is legally compelled to disclose. Because the breach or attempted or threatened breach of this Section 8 restrictive covenant will result in immediate and irreparable injury to the Company for which the Company will not have an adequate remedy at law, the Company shall be entitled, in addition to all other remedies, to a decree of specific performance of this covenant and to a temporary and permanent injunction enjoining such breach, without posting bond or furnishing similar security. The provisions of this Section 8 are in addition to and independent of any agreements or covenants contained in any consulting or other agreement between the Company and the Executive. If any restriction contained in this Section 8 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby. Notwithstanding any of the foregoing, the Executive (i) may have an interest (whether as owner, partner, lender, consultant, employee or agent but not as distributor or supplier) in any manufacturer that sells products exclusively and directly to health care practitioners rather than through distributors or (ii) hold up to 2% of the outstanding shares of any class of stock of a publicly traded entity.